Ben 10's wild summer trips
by AUUMAN
Summary: what happens when gwens accidently uses a lust spell on ben and fun and chaos insues contains impregnation haremby ben onlyXDand multiple ocs no flames plz


Chapter 1

Ben Tennyson groaned and twisted around in his chair so he could watch his cousin Gwen as she typed something into her laptop as she read it out of her spell book. "I can't believe Grandpa left us here in the rustbucket while he went to get some parts," Ben groaned as he looked around the RV. "Considering how advanced this thing is you'd think it wouldn't break down as often as it does."

"Shut up, doofus," Gwen said without looking up from her spell book as she stumbled over the translation of the spell she was reading. "I need to concentrate on this and I can't do that if you keep complaining every two minutes. You know as well as I do that all grandpa's advanced technology was added to the rustbucket after he bought it. That means it breaks down just as often as any RV as old as this one."

"I know," Ben moaned as he twisted into a new position in his chair, "but why couldn't he take me with him to get the parts? This is so boring just waiting for him to get back, at least you can study your spell book, what am I suppose to do?"

"Whatever you want," Gwin told her ten year old cousin as she frowned at her spell book again, "as long as you keep quiet and leave me alone so I can concentrate on this new spell."

"Ok, whatever you say dweeb," Ben said as he settled back in his chair and set his head down on his crossed arms so he could look up at his cousin's bright red hair from the top of the table. When Ben realized that Gwen was ignoring his best efforts to distract her he shifted his arms so he could look at the oversize watch on his left wrist and started twisting the ring around the crystal. He cycled through his regular alien heroes like Heat Blast, Four Arms, and Wild Mutt without stopping and when he got to the end he tried pushing another button before giving the ring one more twist until a new silhouette appeared on the watches crystal. "All right," Ben said under his breath as he hit the switch so the watches face popped up to form the activation plunger.

Ben hesitated and glanced over at Gwen to see what she was doing and heard his cousin muttering a spell under her breath. Gwen's voice took on the odd bottom of the well reverb that signaled her success in tapping into her magic powers and Ben figured this was the perfect time to activate the omnitrix since she'd be too preoccupied to notice what he was doing until it was too late. Ben slammed down the watches plunger and felt it's power surging through his body, shifting his DNA to match that of the alien showing in the omnitrix. As the watch altered his DNA Ben felt his body shifting to take on the form of the alien he'd seen in the watch's display.

When his body finished shifting into it's new form Ben looked down to see how things had changed. As usual he now seemed to have an adult form - at least the alien appeared to be about six feet tall - and he appeared to be a humanoid with a skin tone that looked like the golden tan most people only dreamed of. On his long fingers and the heels of his hands he could see some kind of scaly pads that matched his skin tone but stood out from the rest of his hands in a subtle way. That was as far as Ben got in his self examination before Gwen started yelling at him and he turned to see her glaring up at him with the same green eyes that normally stared back at him from the mirror, in fact her whole face looked a lot like his own - even more than most cousins - in fact the only noticeable difference between them was the color of their hair.

"Benjamin Tennyson," Gwen growled in a voice almost too soft to hear except that Ben's new alien form seemed to have much sharper hearing than he usually had. "Do you have any idea what you just did?"

"Not really," Ben muttered, "but I'm sure you're about to tell me you geek."

"Oh I'll tell you alright," Gwen hissed. "I was in the middle of casting a spell when you used the omnitrix and the flash of light from it's activation disrupted me so that I miss spoke the end of the spell. When that happens anything could happen with a spell."

Ben was starting to figure out some of the things his new alien could do. As Gwen picked up her spell book to take a closer look at the spell she'd been casting he realized that his sense of smell was good enough to recognize the anger in her scent, but under the anger he detected two other smells that stood out from her soap, shampoo, and other unnatural smells. One smell peaked his interest but even though his alien form seemed to recognize the scent Ben didn't know enough to say what the smell was. Besides, the second smell was far more interesting, and growing stronger by the second. Ben could almost feel the second scent overwhelming his senses and before he knew what he was doing he increased the strength of his own pheremones and noticed the shift in Gwen's scent as her own body responded to the increase in his pheremones.

"Oh no," Gwen groaned, Ben saw her face grow pale before it blushed as red as her hair.

"What's wrong," Ben asked in his alien baritone that seemed to purr as he spoke, in fact he was purring, a sound that issued from deep in his chest even as he spoke, but since Gwen didn't seem to react to the sound he suspected that the purr was somewhere in the ultrasonic range so she couldn't hear it even though the sound was clear to his alien ears.

"The spell I was casting," Gwen said as she stared at the page in front of her, "I thought it was a charm spell - you know, charm your enemy so you don't have to fight him - but now I see that I mistranslated the name of the spell. It's actually a lust spell, and the point where you interrupted the spell was when I was naming the target of the spell."

"Don't tell me," Ben said as the interesting smell Gwen was giving off increased again, "I was suppose to be the target, right?"

"No way dweeb," Gwen snorted, "I wouldn't waste a spell like this on a peabrain like you. I was going to give the spell a null target, that's no target to you, Ben, that would negate the spell before it took affect, but thanks to your interruption I accidently cast it as a general target instead. That means everyone in our general area was affected by the spell."

"How large an area are you talking about?" Ben asked as his purr shifted registers and the pads on his fingers and hands started vibrating at the same frequency as his purr.

"Not very large," Gwen said her relief obvious in her scent, "in fact no one outside of the rustbucket was affected."

"That's not too bad then," Ben said as s smile crossed his lips. "Of course you know what this means don't you Gwen?"

"No," Gwen said with a frown, "what does it mean, Ben?

"It means if you tell Grandpa Max about me using the omnitrix than I'll tell him about you casting a dangerous spell."

Gwen let her spell book drop to the table as she turned to glare at her cousin, "Benjamin Tennyson, you wouldn't dare."

"If you don't tell I won't tell," Ben said with grin. The underlying smell from Gwen's body was growing stronger with every second and Ben thought he was noticing some other changes as well. He thought he saw something poking out against the fabric of Gwen's shirt and his eyes suddenly zoomed in for a close up view of his cousins blue on blue tee shirt where the cloth stretched out on either side of the dark blue cartoon cat just below the shirt's dark blue yoke. With his alien eyes Ben could actually see how Gwen's erect nipples stretched the fabric of her favorite shirt.

"Ben, what do you think you're doing?" Gwen snapped. Ben could smell his cousin's anger for a split second, but it quickly disappeared, overwhelmed by the smell of her curiosity and lust.

"Sorry, Gwen," Ben said in the new alien's vibrating baritone when he looked down and realized that the crotch of his costume had vanished and released his penis to bob erect in the air where the cute red head could follow it's movements with her eyes as she licked her lips nervously. "You know how the watch - and sometimes my aliens too - has a mind of its own. Here, let me cover myself up for you," the ten year old said as he reached to grab a nearby towel.

"No!" Gwen cried before Ben reached the towel, for a second he wasn't sure which was stronger - her curiosity or her lust - but he soon realized that her lust was going stronger by the second and the scent of it was pushing his own pheremones - as well as his ultrasonic purr - to new heights. "Is that really what a penis looks like?"

Ben took a closer look at his alien cock and realized that it actually did look a lot like his own, at seven inches it was about an inch longer than his normal size and a little thicker as well, but it still had the slight curve from base to tip that he had. "It's a little bigger than usual," he told Gwen as she kept staring at the erect prick, "but it looks just like my cock."

"Can I look at it, Ben?" Gwen asked, hesitantly reaching for the penis with an outstretched finger. "Can I touch it?"

"You can touch it all you want, Gwen," Ben said with an indulgent smile. "As long as you take off your shirt so I can look at your tits and play with them while you're doing it." Ben could smell Gwen's anger spike again, but it was gone almost before he knew what the scent was, washed away by a tidal wave of lust and curiosity.

"Deal," Gwen said, grabbing the hem of her shirt and lifting it up over her head in one quick move. Under the shirt she wasn't wearing a bra and the small mounds of her breasts stood out just an inch or two from her chest while her erect nipples stood out a quarter of an inch further, bobbing up and down where the fabric of her shirt had caught them in her rush to get it off.

"Satisfied?" Gwen asked, putting her fists on her hips while Ben stared hypnotized at her vibrating nipples.

"Oh yeah," Ben said with a bemused smile on his as he reached out to touch Gwen's tiny tits with the pads of his alien fingers. As soon as his fingers made contact with Gwen's skin he sent an ultrasonic pulse through the pads to stimulate the sensitive nerves connected to his cousin's nipples.

Gwen let out a short gasp of pleasure and her whole body shivered at Ben's touch, but she only let the sensations distract her for a second before she reached for her own prize and wrapped her hand around Ben's cock as she brought her face in for a closer look.

"Just how much bigger is this cock to the one you usually have?" Gwen asked as used the index finger of her other hand to stroke the tip of Ben's cock.

"I think it's about an inch longer and maybe a quarter inch than mine," Ben said, suppressing a groan of pleasure as his cousin ran her finger around the head of his erect prick. "From the locker room at school I know that I have the largest cock in my grade, in fact I'm bigger than most of the guys in sixth grade."

"Wow, I didn't know anyone our age could be that big," Gwen said as she let her hand move slightly up and down along Ben's shaft. Ben suppressed another moan of pleasure and tried to concentrate on what he was doing with Gwen's tits while she started playing with his cock. In the back of his mind he was wondering just how far Gwen would let him go with her, and how far he'd let her go with him. From the strength of the lust he was smelling from her he suspect the two of them were about to let themselves go further than they'd ever dreamed. Even as he was wondering Gwen noticed a clear drop of precum oozing from the slit at the tip of his cock and she stuck out her tongue to catch it before it had a chance to roll down his shaft.

"Oh God, that feels so good Gwen," Ben groaned as he pinched the redhead's nipples and sent a pulse of ultrasonics straight to her nerves so her whole body shivered in response, just short of a full orgasm.

"Whatever you're doing, Ben," Gwen said as she licked her lips, "it feels just as good. Ben I want to try something, but it's more than we agreed to."

Ben could smell the lust rolling off Gwen's body and had an idea what she wanted to do, but she was making him feel so good he'd be an idiot to turn her down now, but he wasn't about to let her know that. "Do whatever you want, Gwen, but it's going to cost you later."

"I'll pay whatever it takes," Gwen said with a worried frown, "but I'm not going to argue with you now."

As soon as she agreed to Ben's terms Gwen moved her head right into Ben's crotch and slipped her lips around the head of his alien cock as she held the shaft steady with both hands. She let her tongue roll around the tip for a few seconds and then slowly moved her lips down the shaft and back up again, letting the head of the cock slide a little further down her throat with each stroke.

Ben's breath was coming in gasps of pleasure as Gwen sucked his cock down her throat. He could feel the walls of his cousin's esophagus massaging his larger than normal size shaft and he was doing his best to hold back his approaching orgasm as he transmitted his pleasure through the pads of his fingers to Gwen's tits. Ben felt Gwen shiver again as the ultrasonic vibrations from his hands sank deep into her body, giving her more pleasure than she ever thought possible. With one hand on his cousin's shivering tits Ben shifted his other hand down to her belly, just above her white calf length pants and started sending an ultrasonic pulse through his finger pads and into the girl's stomach.

Gwen felt a surge of something when Ben moved his hand down to her stomach and her pussy responded with a surge of sexual energy that raced up her spine to her head where it exploded with a rush of pleasure that felt better than anything she'd ever managed to do when she played with herself. As her body jerked and shook from her orgasm Gwen tried to concentrate on sucking Ben's cock as far down her throat as it would go even as her muffled screams of pleasure escaped from around the shaft wedged in her mouth. Once her head stopped spinning Gwen went back to deep throating Ben's oversize cock, but in spite of the fact that he was trying not to cum it wasn't more than a half dozen strokes that she felt the shaft bulge and expand slightly in her mouth as her cousin's alien form shot a load of cum deep in her throat.

"Wow," Ben groaned as he dropped back in his chair once she released his half erect penis from her sucking mouth. "That was incredible Gwen," he groaned, "how did you ever learn to give a blow job like that? I thought for sure this was the first time you ever saw a real cock in your life."

"It was," Gwen admitted as she gave her cousin a superior smile and brushed her coppery hair out of her face. Sometime during the blow job she'd lost her blue barrette and she started looking around to see if she could spot it, she figured anything would be better than to look at Ben in his alien form and wonder how that cock would feel sliding in and out of her pussy instead of her mouth. But she realized she was thinking about it even when she wasn't looking at Ben so after a few seconds she gave up looking for the missing hair ornament and turned back to look at her cousin.

In his new alien form Ben could almost pass for human, as long as he found a way to hide the scaly pads on his hands and fingers. A cap would probably hide his bald head easily enough, and if you didn't look too closely at his eyes they looked human, but when you got close enough you could see that the multi-faceted eyes were only forming the illusion of normal human eyes.

"As far as the blow job is concerned," licking a drop of cum from her lips Gwen continued from where she'd left off earlier, "I do believe in being prepared you know. I knew I'd give someone a blow job sooner or later so I've been practicing on carrots and weiners for the last six months. But I never expected you to be the first guy I sucked off, or that you'd be so big. Of course it's only your alien form that has the big cock."

"Hey, I have a big cock," Ben snapped, "it's just not as big as my alien one."

"If you say so Ben," Gwen said, wondering if Ben's cock was really as big as he claimed and what it would feel like fucking in and out of her pussy. She noticed the way Ben's slitted nostrils flared as she watched for his reaction and wondered if it was significant.

"So Gwen, are you ready to find out what I want for letting you suck me off like that?" Ben asked, giving his cousin a mischievous grin.

"Let me see," Gwen said, looking at the way Ben's cock was starting to grow hard again. "Does it have something to do with me doing all your chores for a week?"

"You wish," Ben said with a snort, "I figure since I let you suck me off, you have to let me suck you off. Get out of your pants and panties Gwen, I'm going to eat your cunt until you scream with pleasure."

"Yeah, right," Gwen said, hoping Ben didn't notice that her cunt was so wet that her pants and panties were soaked clear through. "Still, I did promise to give you whatever you wanted if you let me suck you off, so if you want to eat my pussy I guess that's what you'll get."

Gwen stood up and kicked off her sneakers before she grabbed her pants and panties and shoved them both down to her ankles with one quick push and then stepped out of the puddle of white and pale blue cloth before she turned and sat back down on the edge of her bench.

"That was easy," Ben thought to himself as he watched Gwen sit back down naked. The lust he smelled from Gwen's body was stronger than ever and he wondered how it was that she couldn't smell her own lust as it continued to build with every second. Still he wasn't about to say anything that might spoil his chance to get further with Gwen than he'd ever dreamed possible. As he got up from his chair Ben felt his costume drop away from his alien body and form a puddle of its own on the floor next to Gwen's clothes and he wondered if the alien uniform was anticipating his intentions even before he knew what they were.

He knelt between Gwen's thighs and pushed them even further apart so he could get a good look at her cunt before he started eating it. The lips around Gwen's slit were pink and puffy and Ben licked his lips in anticipation when he saw how wet they were already. When he zoomed in with his alien vision Ben could make out a few wisps of copper red hair scattered around his cousin's mound, but there wasn't enough hair to be noticed by the naked human eye yet. Ben placed one hand gently on Gwen's belly and the other one by the top of her slit, just above where he could see her clit poking out of its sheath. As soon as his finger tips touched Gwen's skin he started sending a ultrasonic pulse through the pads and he grinned when he heard a groan of pleasure escape from his cousin's lips as her clit started quivering and cunt juice started drooling from her pussy.

"I think we're both going to love this Gwen," Ben said as he scooted closer to her pussy.

"I know we are," Gwen groaned.

Ben ran his tongue along Gwen's slit, first on the right side, then on the left, he did it over and over again and watched as her pussy lips filled with blood and pulled away from her fuck tunnel. Ben wasn't sure how he knew what to do, but it was clear that this wasn't the first time for his alien form and he let his alien instincts take over while he went along for the ride. He opened his mouth as wide as it would go and locked his lips around Gwen's pussy, sucking hard enough to draw the cunt juice right out of her slit while his fingers teased the girl's clit with one ultrasonic pulse after another to make sure there was always more juice to suck down his thirsty throat.

Five minutes after Ben started eating her pussy Gwen had her first orgasm, her whole body going ridged and arching off the bench as she screamed loud enough to make the windows of the rust bucket shake a buzz. After Gwen had her first orgasm Ben stiffened his tongue and shoved it between his cousin's pussy lips as deep as he could, deep enough to feel Gwen's cherry where it stretched across the girl's fuck hole, a weak guardian protecting her virginity. As the tip of his tongue touched Gwen's hymen Ben sent another ultrasonic pulse through his cousin's belly and clit and grinned, pleased at his own success in sending the girl into another earth shattering orgasm.

"Oh God, Ben," Gwen panted as her whole body shook in the aftermath of her newest orgasm. "This is incredible, but it's not enough. Ben, you've go to fuck me. Please Ben, fuck me, fuck me now."

Ben looked past the small mounds of Gwen's tits and saw the determined look on his red haired cousin's face as she grabbed his head in her hands and tried to pull him further up her body so his now fully erect prick could make the trip to her cock starved cunt. "Are you sure you want to do this, Gwen?" Ben asked as he placed the tip of his alien cock against her swollen pussy lips. He didn't really need to hear Gwen's response since he could smell the arousal and lust rolling off her body like a tidal wave that threatened to drown him.

"Yes Ben, I'm sure I want you to fuck me right now," Gwen practically screamed at him as she tried to trap the head of his cock with her cunt lips.

"But shouldn't I be wearing a condom or something?" Ben asked as he tried to figure out if he really wanted this as much as Gwen did. "I mean, you don't want to get pregnant, do you?"

"Ben," Gwen said as she grabbed her cousin's ass and tried to pull him down into her pussy, "you're an alien, remember? Your whole DNA code is changed every time you use the watch, that means it's no longer a match for me and you can't get me pregnant no matter how much you want to. Besides, I'm too young to get pregnant, I haven't even started my periods yet so we're perfectly safe."

Ben suddenly remembered the scent he'd picked up earlier and realized there was something important about it that he should tell Gwen, but he just couldn't think straight enough to think of what he needed to tell her. After they fucked, then he'd tell her about the scent, and maybe together they'd figure out what it meant, but right now he just had to get his cock into his cousin's cunt and pop her cherry so he could fuck her.

Once he decided to go ahead with Gwen's demands to fuck Ben stopped hesitating and eased the head of his cock into the red head's fuck tunnel. For the first few inches he'd shove an inch or so of his cock into his cousin's hole and when she got use to it he'd pull back a little and then shove forward hard enough for another inch or so to enter her cunt. Ben kept going this way until the tip of his cock met with the barrier he'd been expecting.

"Gwen," Ben said as he looked down at his cousin's sweat soaked face and hair, "I'm going to pop your cherry now. It's going to hurt like hell for a few seconds, but after that we can really fuck and you'll love it."

"I know, Ben," Gwen said through gritted teeth, "I'm ready, pop that damn cherry and then lets have some real fun."

"Ok," Ben cried as he pulled back until only the head of his cock was in Gwen's tight cunt, "here we go." With all the strength of his alien body Ben shoved forward, sliding his prick through his cousin's willing slit until it met her hymen and drove right through it until his cock was buried to the base and his balls bounced off her tight little ass.

Gwen screamed and Ben leaned forward to kiss the tears of pain that dripped out of her closed eyes and down her cheeks. "I'm sorry Gwen," he said when she opened her eyes and looked him straight in the face, "that's the best way I know to take a girl's cherry, it hurts like hell, but it's over quickly. Now lets relax for a minute or so until you're ready to keep going and then we can start fucking and you'll forget all about how much it hurt to loose your virginity."

"Whatever you say, Ben," Gwen said sniffling a little as she tried to catch her breath.

As Ben waited for Gwen to give him the ok he shifted one hand to her cunt, just above where his cock entered her body, and the other one to her belly and started sending ultrasonic pulses to the nerves in those areas to stimulate them into new heights of pleasure. After giving Gwen a good hard tongue filled kiss Ben moved his lips down to her tits so he could suck on her nipples.

It took longer than Ben expected for Gwen to recover after loosing her cherry but after about two minutes stimulating her clit, belly, and tits opened her mouth with a gasp and told him to start fucking her. Even as he pulled his cock out for his first thrust Ben could feel Gwen's pussy muscles quivering with her approaching orgasm and he increased the level of the pulse frhis fingertips, pushing the red head into a screaming orgasm with his first full thrust.

Ben increased the speed of his fucking with each thrust and once Gwen recovered from her orgasm she locked her legs behind Ben's ass and her arms behind his head as she started screaming at the top of her lungs, "Fuck me Ben, fuck me."

"Oh yeah," Ben said with a wide grin on his face as every thrust pushed Gwen's bare ass into the thin cushion covering the bench.

"Oh God, I'm gonna cum again," Gwen wailed as her words trailed off to a scream of pleasure and she closed her eyes against the light show that seemed to shatter her head.

While Gwen was screaming in pleasure she missed the distinctive multiple beeps of the omnitrix timing out and with her eyes closed she didn't see the flash of green light as Bens body shifted back into its human form. For a second Ben hesitated, now that he was human again he'd lost his alien forms instinctive knowledge of how to fuck and he wasn't sure what to do, but when Gwen bounced her ass off the bench beneath her and slammed her cunt full force into his crotch he didn't have to think about what to do, his body took over like it had been fucking for years. In three thrusts Ben had his rhythm back and he was meeting his cousin thrust for thrust as he buried his cock as deep in her pussy as he could every time he slammed his hips forward.

Ben was able to keep going for another five minutes after he shifted back to human but then he felt the tension growing in his balls and he knew he wouldn't be able to hold out much longer. "Gwen," he called to his cousin, "I'm gonna cum."

"So am I Ben," Gwen whined.

"But Gwen," Ben said, "I'm human again. If I cum inside you as a human I could get you pregnant."

"I already told you Ben, I'm safe, I haven't started my periods yet so you can't knock me up. Keep fucking me, I want to cum again and I want to feel your cum juice inside me."

"Ok Gwen, if that's what you want," Ben said, he wasn't about to tell Gwen that he wanted to cum inside her as much as she wanted him to do it, besides, there was no way he could pull out in time the way she had her arms and legs wrapped around his body. Ben only managed to last four more thrusts before he felt his balls clench hard and he slammed his cock into Gwen as hard and deep as he could as he shot a load of baby juice deep into the red head's ten year old cunt and screamed, "I'm cumming Gwen, I'm cumming."

"So am I, Ben," Gwen screamed as her pussy clamped tight around Ben's cock and held him tight. "I can feel your cum inside me, Ben. This is so fucking incredible I never want to stop."

It was several minutes before Ben recovered enough to pull his flaccid cock out of his cousin and make his way back to his chair. "I can't believe we just did that," Ben moaned as he watched Gwen sit up on the edge of the bench.

"Neither can I," Gwen groaned as she reached for the tissue box. Ben was surprised when Gwen took the tissue and stuffed it into her pussy instead of using it to clean up the mess dripping out of her fuck hole.

"What are you doing, Gwen?" Ben asked.

"I'm making sure I don't lose any of your cum, doofis," she said as she grabbed some more tissue to wipe away the drips of cum on her thighs. I told you I like having your cum in my cunt, and since I can't get pregnant I want to make sure it stays in there where it belongs."

"Look, Gwen, I'm really sorry I messed up your spell by playing with the watch when I did," Ben said with as much sincerity as he could muster. "I'm also sorry for what happened afterward too."

"Well I'm not," Gwen said as she gave her cousin a broad smile. "If I hadn't miscast that lust spell we never would have fucked, and we never would have realized how much we love fucking each other."

"But Gwen," Ben said with a frown, "I wasn't the one fucking you, that was Horn Dog."

"Horn Dog?" Gwen asked.

"Well after a fuck session like that what else am I suppose to call an alien that built for nothing but fucking?" Ben asked.

"Well whatever you call your new alien there's something you need to know," Gwen said. "No matter how many orgasms Horn Dog gave me, no matter how hard I came with every orgasm he gave me, it wasn't until you changed back to Ben that I really enjoyed the fuck."

"That's crazy," Ben said, "Horn Dog knew exactly what he was doing when he fucked you, he knew just how to make you cum faster and harder than I ever could."

"Exactly," Gwen said as she grinned at Ben's puzzled expression. "Horn Dog knew all kinds of technics to make me cum over and over again, but his heart wasn't really in it. But when you became human again you didn't have the ability to use those techniques anymore, but what you lost in technique you gained in enthusiasm and that enthusiasm is what makes you a better fuck than Horn Dog."

"I guess I can understand that," Ben said with a shrug. "For me , as long as I was Horn Dog all I could think of was using my powers in just the right way to give you as much pleasure as possible. I wasn't really able to enjoy fucking you until I changed back and didn't have to worry about how to use my powers. And boy did I enjoy fucking you then, too bad it will never happen again."

"What do you mean it will never happen again?" Gwen asked.

"The whole thing was because of your lust spell, right?" Ben asked. "Unless you decide to cast it again it's not like we're ever going to fuck again."

"I don't know about that, Ben," Gwen said. "The lust spell ran out a while back, and all I know is that I can't wait to get that beautiful cock of yours in my tight little cunt again. Ben, I want to fuck you and I think this would have happened eventually, lust spell or no lust spell."

"Maybe you're right, Gwen," Ben said with a sigh of relief, "and you have no idea how happy I am to hear that you want to fuck me again, because I really want to fuck you again. But how are we going to manage it?"

"It's not that hard," Gwen said with a grin. "In fact I think we can manage at least one fuck a night. All we have to do is leave after the camp is set up and before grandpa has supper ready. It should be easy to find a place with some privacy where we can get in a good hard fuck and still get back in time for supper."

"You're right," Ben said with a large satisfied grin.

"But that will have to wait for tonight," Gwen pointed out, "because right now we have to get dressed before Grandpa Max gets back with the parts for the rustbucket. So this will just have to hold you until tonight," Gwen said as she leaned over to give Ben a kiss before she bent down to pick up her clothes and toss Ben his.

Chapter 2

"Hey dweeb," Gwen said as she carried her food to the table in the rustbucket and set her bowls down, "take your feet off the table. Do you have any idea how gross that is?"

"How can you say I'm gross when you eat something like that?" Ben asked as he took his stockinged feet off the table without taking his eyes off his handheld video game, he put his shoulder against the wall as grandpa Max took the off ramp just a little to fast. "I mean, who eats sauerkraut and strawberry ice cream?"

"It's not like I had much choice," Gwen said as she took a spoonful of sauerkraut and held it in front of her mouth as she spoke. "After you raided the fridge this morning this was all we had left."

"At least I left something for you," Ben said, "so why are you complaining?"

"Actually I'm not," Gwen said, putting her spoon down and leaning close enough to Ben so he could hear what she was saying as she lowered her voice. "When I opened the fridge I realized that sauerkraut and strawberry ice cream was exactly what I was craving."

"So you're not complaining then," Ben said. "That's fine with me."

"You're such a doofus," Gwen said as she glared at Ben, but the wink she gave her cousin said something much different, especially when curled her fingers and moved her hand back and forth in front of her open mouth to show how much she was looking forward to giving him a blow job.

"And you're such a geek," Ben responded, sticking his tongue out at Gwen and moving it up and moving it up and down like he was licking her bald pussy.

"Keep it down you two," Grandpa Max said from the driver's seat. "I know it's early but after the way we all took out those bank robbers earlier I think we could use a little extra rest tonight. I know a great camp site just a few miles off the highway so we'll make an early night of it. And in spite of the way you kids have been raiding the fridge I know we have enough food for tonight and tomorrow, but we'll have to stop at the store before we get very far in the morning."

"Sounds good to me, grandpa," covering his mouth so his grandfather wouldn't see the way he licked his lips as he gave Gwen a suggestive wink. "Those bank robbers tired me out more than I realized so I wouldn't mind getting to bed early tonight."

"Sounds good to me too," Gwen said as she finished her food and took her dishes to the sink and washed them before she put them away. When she turned back to the table she looked to make sure grandpa wasn't looking before she patted her crotch so Ben could see what she was doing as she walked back to the same bench where the two of them had fucked for the first time a month earlier. After glancing at the driver's seat again Gwen took a note from her pants pocket and slid it across the table so Ben could read it.

"You don't want me to change before we meet tonight?" Ben asked in a whisper, "why?"

"I'll explain later," Gwen hissed as she made sure Grandpa Max wasn't looking at them in the rearview mirror, "just do it, ok doofus?"

"Whatever you say, geek," Ben responded, giving Gwen a quick wink to show he didn't really mean anything by the word. He noticed that his cousin was looking past him and turned to see that they were passing an abandoned cabin.

"He grandpa, how long before we get to the campsite?" Ben asked as he and Gwen watched the cabin disappear behind them.

"We're there now," Grandpa Max said as he slowed to turn onto a short two track road.

"I'll leave first and meet you at the cabin as soon as we get camp set up," Ben whispered to Gwen."

"Ok," Gwen whispered back, "I'll meet you at that abandoned cabin we just passed, but until then we keep away from each other."

"Just like every other day," Ben said with a soft chuckle, "you don't know me, I don't know you, we sneak off separately and then meet up and fuck like crazy until it's time to come back for dinner. The highlight of every day for me."

"Me too," Gwen said as she gave Ben a quick grin and wink. "So I'll see you at the cabin."

"Bye grandpa," Ben called, heading off as soon as they had the camp set up.

"Where are you going Ben?" Grandpa Max asked as he placed the tools back in the storage cabinet of the rustbucket.

"I'm just gonna look around, grandpa," Ben said with a shrug, walking backward as he talked to his grandfather and tried to keep a straight face when he saw Gwen moving her fist back and forth from her mouth like she was giving him a blowjob already.

"Ok," Grandpa Max said, "just make sure you're back in two hours for dinner. I'm making rattlesnake chili."

"Ok, grandpa," Ben said, stretching the words out uncertainly. "I'll be back for dinner, I promise."

"You know he's going to do his best to avoid your rattlesnake chili," Gwen said as she and her grandfather watched Ben disappear down the dirt road.

"I'm sure he'll try," Grandpa Max said with a grin, "but he doesn't know how long rattlesnake chili can simmer without going bad. As long as he comes back to go to bed dinner will still be ready."

"Sounds good," Gwen said, trying to hide a cringe at the thought of her grandfather's chili. "But if you don't mind I think I'll take a walk until dinners ready too."

"Go ahead Gwen," Grandpa Max said with a quick wave of his hand as he turned back to the rustbucket. As soon as Gwen headed up the two track Max turned away from the RV to watch his granddaughter as her hips swayed incisively with every step. He wondered if Gwen realized how much her walk had changed in the past month since she and Ben started fucking. With one hand Max dug into his pants pocket and fingered the blue barrette he'd found in the cushion of the bench after he'd noticed that it was missing from Gwen's hair that day when he got back with the parts to fix the rustbucket. That missing barrette was the first clue he had that something had happened that afternoon, another was the way Ben and Gwen started acting toward each other. On the surface nothing had changed but he'd noticed the way the two of them started looking at each other and the gestures they'd exchange when they thought he couldn't see. It wasn't long before he noticed other things too, like the way their clothes would be rumpled wen they got back from their walks, or the cum stains on Gwen's panties. And of course there was the surveillance video from the rustbucket showing the whole scene of Ben and Gwen's first fuck in living color and sound.

Thinking about the video made Max think of the fact that he'd have more than enough time to watch it through twice if he got the chili started right away. He turned to watch the sway of Gwen's hips again and felt his cock start to rise along with the smile on his face and he tried to shift his thoughts away from what Gwen and Ben were about to do in case his granddaughter turned around and noticed the way he was watching that wonderful ass of hers. His mind wandered back to Gwen's snack earlier and he grimaced as he thought about it. "Cold sauerkraut and strawberry ice cream," he muttered to himself. "I haven't heard of a combination like that since . . . since. Oh my," Max said as his eyes opened wide in comprehension. "It looks like this summer has turned out even more productive than I thought it would be."

"In fact," Max thought as he turned to get one more look at Gwen's bouncing ass and he adjusted his Hawaien shirt, "if things work out it won't be too long before my cock joins Ben's in that tight little cunt of hers."

When Gwen arrived at the abandoned cabin she could tell that Ben had used his time to try and make things more comfortable for the two of them. Dust still coated the floor and every other surface in the cabin's only room, but Ben had somehow managed to pull the mattress off the dilapidated bed and turned it over on the floor so the worst of the stains were hidden. The mattress still smelled of mold, but at least the smell was dim enough that Gwen could ignore the smell as she sat down on the lumpy pad.

"So Gwen," Ben said as he sat down next to her and gave her a lopsided smile, "why did you want me to come here without changing into one of my alien forms? Normally I would have changed into one of my aliens and searched the area to make sure we had some privacy, but tonight we can't be sure because you told me not to change."

"I can take care of the surveillance," Gwen said, pulling out her spell book and leafing through the pages until she reached the one she wanted. Her voice took on the reverb it always did when she was casting a spell but Ben didn't notice anything out of the ordinary except that his redheaded cousin closed her eyes as she turned her head from side to side several times before she nodded in satisfaction and opened her green eyes again. "We're fine Ben, the closest person to us right now is Grandpa Max, and he's back at the rustbucket. The closest person after him is over five miles away so we have all the privacy we want."

"Good," Ben said with a nod. "But I still want to know why you didn't want me to change. I hope it wasn't because you wanted to try out a new spell."

"Ben, I've used this spell before," Gwen pointed out. "The reason I wanted you to come here without changing is because I want you to turn into a particular alien form."

"Oh," Ben said with a crooked grin and a quick wink, "it's going to be one of those nights. So, who do you want to try this time? Four Arms? Upgrade? XLR8? Wild Mutt? Wait, I know, Ditto, I remember how much you liked having both of your nipples sucked at the same time you were fucked and sucking cock."

"No Ben," Gwen said as Ben started dialing the watch, "it's not going to be one of those nights. While maybe it will later, but first there's something I need to know and I think one of your aliens can tell me what I want to know. Besides, even though your aliens make for an interesting change every once in a while I still prefer you and your normal cock when it comes to fucking."

"Ok," Ben said slowly, "in that case who do you want me to change into?"

"I want you to change into Horn Dog," Gwen said.

"Horn Dog?" Ben practically yelled, "are you crazy? The one and only time I changed into Horn Dog we ended up fucking each other crazy before we realized what we were doing."

"I remember, Ben," Gwen said, giving her cousin a broad smile. "But you have to remember that while you were changing into Horn Dog I was casting a lust spell at the same time. From what you told me about your powers as Horn Dog I suspect that his senses are hypersensitive and he was overwhelmed by my lust as well as his own. As Horn Dog your senses went into overdrive from all the lust in the rustbucket and you were feeding it back to me at the same time with your pheromones and ultrasonics and that's why we ended up fucking like crazy. Without the spell I think you'll be able to stay in control as Horn Dog, and with your heightened senses you should be able to tell me what I want to know. And if I'm wrong and we end up fucking like bunnies I won't regret it any more than I did the first time we fucked - or all the times we've fucked over the past month."

"If that's what you want, Gwen," Ben said as he adjusted the watch until the plunger popped up, ready for activation. He hesitated for a second with his hand held over the plunger but when he looked at Gwen she nodded at her and he slapped it down. Ben felt the power of the omnitrix run through his body as he shifted from his ten year old human form to the adult form of Horn Dog.

When the change was done Ben took a deep breath and held it before releasing it in relief. "You were right Gwen," Ben told his cousin, he saw the redhead sigh but he wasn't sure if it was in relief or frustration. "I can smell how horny you are and I still want to fuck you, but without your lust spell I'm able to control my own desires and instincts. So, what do you want to know?"

"First," Gwen said, tapping her fingertips together in front of her chest, "you mentioned that there was a smell you noticed just before our mutual lust overwhelmed you. After you changed back you said that you couldn't remember what the smell was or what it meant. Now I want you to try thinking back and see what you can remember about it."

"Ok," Ben said, suppressing the purr that threatened to emerge from his chest as he tried to think back to a month earlier. "I remember."

"What was it Ben?" Gwen asked impatiently when her brown haired cousin didn't say anything more.

"The scent," Ben said slowly, "now I know why I wanted to warn you. You were fertile, but how is that possible? You told me yourself that you haven't even had your first period yet."

"And I still haven't," Gwen said with a sigh, "but a girl's first fertile period is two weeks before her first period. Ben, what do you smell now?"

Ben gave his cousin a puzzled look as he sniffed the air and slowly moved closer to her, sniffing even more intensely as he moved closer until he was just a few inches from her body before he backed off. "Well," he said slowly in his rumbling baritone, "you don't smell fertile. But the only word I get doesn't make any sense, maybe it's an alien term that doesn't translate."

"What is the term, Ben?" Gwen demanded.

"Gravid," Ben said. "Does it mean anything to you?" he asked with a shrug of his well toned alien shoulders.

"Yes," Gwen said with a sigh as she plopped back on the mattress they were both sitting on. "It's not an alien term, Ben, it's English. It's another way of saying I'm pregnant."

"Pregnant?" Ben said slowly after what he hoped was only few seconds of silence when he realized he'd been staring at a spot on the ceiling after Gwen gave him the news. "Are you sure?"

"I am now," Gwen said with a weak grin. "I've suspected the truth for a few days now, ever since I woke up sick to my stomach four days ago. Then I noticed that my breasts were feeling real sensitive and even ached a little bit. And finally there was the craving I had this afternoon. Thinking back on it now I can't believe that I actually wanted sauerkraut and strawberry ice-cream, but even now I find myself craving it all over again."

"I'm sorry Gwen," Ben said, sliding closer to his cousin's prone body and starting to purr in an effort to comfort her as he reached out to stroke her body. "I didn't mean to knock you up."

"I know that you dimwit," Gwen said, "but it's not really your fault, or at least not just your fault. Don't forget, I wanted you to cum inside me, and I certainly didn't stop you from fucking me over the past month. If anything I encouraged you to fuck me because I enjoyed it just as much as you did."

"So, what are we going to do now?" Ben asked as he ran his hands over Gwen's stomach as he sent ultrasonic pulses through the pads on his palms and fingertips. "I mean, we can't just walk into a clinic and ask for an abortion can we?"

"Not without permission," Gwen said, "but then I don't want to get an abortion anyway."

"What do you mean you don't want an abortion?" Ben asked. "What else are we going to do?"

"I'm not sure if you'll understand this," Gwen said slowly, "but even though I didn't want or expect this pregnancy, now that I know your baby - our baby - is growing in my belly I don't want to lose it."

"I think I might actually understand what you're saying," Ben said as he slid his hands along Gwen's belly, "especially since I can see the baby right now."

"How is that possible?" Gwen asked as she watched Ben's roaming hands.

"The ultrasonic pulses from my hands are working like an ultrasound," Ben said. "Somehow my mind is able to interpret what the pulses tell me and I can actually see the baby growing in your womb. There's not much to see right now, not much more than a pulsing lump of flesh, but it's the most beautiful thing I've ever seen."

"I wish I could see it," Gwen sighed. "You know we'll have to tell Grandpa Max the truth. I think if we tell him the truth he'll find a way to help us."

"Maybe," Ben admitted. "The way he's been looking at us lately I can't help but wonder if he suspects the truth already."

"I don't see how he could," Gwen said thoughtfully, "but somehow I think you're right."

"That's something to deal with later," Ben said, "right now I can't help thinking how much I want to fuck that pregnant pussy of yours."

"And I want to be fucked," Gwen said, giving Ben an encouraging smile. "Do you have any idea how horny a girl gets when she's pregnant? All those hormones running through my body are driving me crazy with fuck lust and I can hardly wait to get your cock slamming in and out of my wet hungry cunt."

"Why wait?" Ben said as he got to his feet and started searching for the fastenings on his suit. As Gwen got up from the mattress to remove her own clothes as quickly as she could. Before Ben could figure out how to remove his clothes he heard a familiar beeping sound and looked down to see the omnitrix flashing red just before he felt his body shift back into it's human form.

"That change didn't last long," Ben said as he started stripping out of his clothes and crawled onto the mattress next to Gwen.

"Not that short," Gwen said with a gasp as Ben reached for her closest tit. Now that he was actually looking at them he realized that his cousin's tits were larger than they were a month earlier. "After I told you I was pregnant you were so shocked you stared off into space more than five minutes before you recovered enough to say or do anything. So, are you still in shock? Or are you ready to fuck me as hard as I want you to?"

"Oh, I'm ready," Ben said indicating his erect penis. "But I wouldn't mind a little extra help to make sure I'm ready for your pregnant cunt."

"And back at the rustbucket you promised to eat my pussy," Gwen reminded her cousin, "so let's do both at the same time."

"Sure thing," Ben said, he started to shift around so he could straddle Gwen and reach her slit but she stopped him and straddled his body first.

"Sorry Ben," Gwen said as she lowered her pussy to his mouth while she gripped his cock in her hand, "but I want to try something different this time. I've heard of girls being on top and I thought I'd give it a try."

"Whatever you want," Ben said with a grin before he stuck his tongue out to lick the juices dripping out of Gwen's nearly bald slit before he tickled her erect clit with the tip.

Gwen's body shuddered with pleasure as Ben's tongue teased her clit before diving into her cunt for more juice. "Ben," she said as she slid her hand up and down his hard six inch prick, "I've been meaning to ask you something. How is it that you have a six inch cock when you're only ten years old?"

"I was hoping you wouldn't think to ask that question," Ben said as he took his mouth away from his cousin's pussy and replaced it with his fingers so he could speak. "Several months ago I noticed that my cock was starting to grow larger and faster than anyone else in my gym class. When I asked my father about it he told me he didn't think I really had anything to worry about but he set up a doctors appointment for me just to be sure."

"And what did the doctor say?" Gwen asked as her cunt clamped tight around the fingers Ben had shoved all the way into her fuck tunnel. She could feel her stomach starting to cramp at her approaching orgasm.

"He told me that I was going through early puberty," Ben said, "the doctor used some kind of medical term but it comes down to early puberty. He said that he could reverse the process, but since I was only developing a couple years early he didn't think it was that big a problem if I wanted to let things go the way they were. He said most people wouldn't even realize I was going through early puberty since the biggest change was the way my penis was developing."

"I've heard of early puberty," Gwen said thoughtfully as she continued to stroke Ben's cock, "in fact a friend of mine has the same problem - if you want to call it that - but in her case her breasts developed to the point that they're 36C's."

"I'd like to see that," Ben said with a groan as Gwen's body shook and quivered through its first orgasm.

"I think that can be arranged," Gwen said with a gasp as her body relaxed and her pussy released Ben's fingers so he could start moving them in and out of her juicy slit again. "In fact, if you're interested she may even be willing to let you fuck her too."

"That sounds like fun," Ben sighed, "but right now it's you're pussy I want to fuck. Do you still want to try being on top?"

"I sure do," Gwen said as she pulled her cunt off Ben's invading fingers and swung around so she was sitting on her cousin's stomach so his erect cock bounced against her ass as she looked down at his face. "Are you ready?"

"Go for it, Gwen," Ben said as he raised his arms to pinch her erect nipples. "So, how long before milk starts dripping out of your tits?"

"Several months," Gwen moaned as she raised her ass up until Ben's cock bobbed under her slit. "My belly will probably stick out this far before you can squeeze the first drop of milk out of my breasts. In fact my tits will have to grow a lot before you can do it."

"I know," Ben said with a silly grin on his face as Gwen eased the head of his cock into her pussy and slowly sat down until the whole shaft was swallowed by her tight juicy pussy as her clit rubbed against Ben's sparse pubic hair.

"Fuck me, Gwen, fuck me," Ben screamed as his redheaded cousin slid her cunt up and down his prick, rubbing her clit against his pubic hair at the bottom of every stroke. "Oh God, Gwen, your pussy feels so good when it's wrapped around my cock like this."

"And your prick feels so good as it fucks in and out of my cunt like this," Gwen gasped as her stomach started to flutter with the sexual energy that flowed up from her cunt as it gripped Ben's cock as he lifted his ass off the mattress to meet her slit every time she slammed her ass down like she was trying to shove it through Ben and the mattress. Gwen could feel Ben's balls dancing against her ass and felt her cousin's prick growing larger in her pussy and knew Ben was ready to cum even before he announced it.

"I'm going to cum," Ben screamed as he grabbed Gwen by the hips and held her tight as he shot his load deep in her cunt. Even as his cum hit the back of Gwen's fuck tunnel Ben felt his cousin's body go stiff as she screamed that she was cumming right along with him.

"You are such a great fuck, Gwen," Ben said as he kissed her, sticking his tongue down her throat. "How did you know about fucking like that? I mean with the girl on top like that."

"Just something I read about," Gwen said as she moved down to Ben's crotch and sucked it into her mouth to clean it off. "I've read about a few other things I'd like to try too, and I think you'd like as much as I will."

"What sort of things?" Ben asked, he could feel his penis starting to harden as Gwen licked him clean but he tried to ignore it because he knew they wouldn't have time for another fuck before they returned to the campsite.

"There's something called doggie style, and there's the spoon, and side by side," Gwen said thoughtfully after she spit Ben's clean prick out of her mouth. "The one I'd really like to try is something we can't do on our own."

"And what is that?" Ben asked, obviously curious as he started to pull his clothes on.

"It's called double penetration or DP," Gwen said, "I'm especially interested in something called a fuck sandwich where one guy fucks you in the cunt while another one fucks you in the ass."

"Actually Gwen, we can do a DP on our own," Ben pointed out. "All I have to do is change into Ditto and then two of us can fuck you at the same time."

"Yeah, I guess that would work," Gwen admitted reluctantly as she pulled on her own clothes, pulling her blue t-shirt with the cat head image she adjusted the it so that her erect nipples stuck out on either side of the cat head. "But I'd rather fuck you in your human form which means we'll need another guy to supply the other cock. So I guess it's just a dream."

"For now," Ben said as he held the cabin door open for Gwen, giving her ass a quick pat as she walked past him.

Chapter 3

"More chili Ben?" Grandpa Max asked as he dished out a third helping for Gwen before adding more to his own bowl.

"No thanks Grandpa," Ben said as he grimaced at the spoonful of chili. "I think one bowl is all I can take."

"All the more for us then," Grandpa said as he grabbed a slice of bread from the dish in the center of the picnic table. "At least Gwen likes my cooking."

"Yeah, it's great Grandpa," Gwen said as she grabbed some bread for herself and took dunked it in her bowl before stuffing it in her mouth. Grandpa Max noticed the way his ten year old granddaughter kept looking at him and gave her an indulgent smile as he put his spoon down. "It looks like you have something on your mind Gwen," Max said as he ran his hand through his short grey hair and then adjusted his Hawaiian shirt over his large belly.

"Yeah I do Grandpa," Gwen said with a thoughtful frown as she glanced at Ben and reached up to adjust her burette. "I, that is we, Ben and I have something to tell you."

"Really," Grandpa said as he gave both of his grandchildren an encouraging smile. "Is this about the two of you fucking each other like crazy for the past month? Or is it about your pregnancy?" Max chuckled at the way Ben and Gwen stared at him open mouthed. "What, did the two of you think your old Grandpa was blind to the signals you were giving each other for the past month? Or the way you were always running off at the same time every night and then coming back with your clothes all awry. And then of course there was the sauerkraut and strawberry ice-cream you had this afternoon. The last time I saw a combination like that was when your grandmother was expecting your father Gwen."

"You really figured things out that easily Grandpa?" Ben asked as he reached under the table to grab Gwen's hand.

"It wasn't that hard," Grandpa Max said with a chuckle as he looked from Ben to Gwen and back again. "The way the two of you were acting when I got back from the store that afternoon I knew you were up to something. After you left that afternoon I made a quick search of the rustbucket to see if I could find anything incriminating, what I found was one of Gwen's barrettes stuck between the cushions of the bench. Then I checked video surveillance from the time I was gone and found out what the two of you were up to while I was gone."

"I didn't know you had that kind of surveillance set up in the rustbucket," Gwen said as she nervously played with the blue barrette in her red hair.

"With the kind of technology I have sitting around in the rustbucket you shouldn't be that surprised," Grandpa said with a smile. "That video is so hot I've been watching it every day for the past month and wondering when you were going to let your old Grandpa Max join the fun, you are going to let me join, aren't you?"

"I guess we could," Ben said, looking at Gwen for her agreement.

"Good," Grandpa Max said with a sigh of relief as he sat back from the table and patted his belly. "I was hoping you'd let me join in, and I do have some ideas I think the two of you will enjoy."

"That sounds great Grandpa," Gwen said with an uncertain smile, "but right now I was wondering if you have any ideas on what we're going to tell my parents about my pregnancy."

"I'm guessing you're planing to keep the baby since you didn't ask me outright about getting an abortion," Grandpa Max said thoughtfully and saw both Ben and Gwen nod in answer. "In that case I think the best story will involve you being raped and impregnated by your attacker, I'm sure if we work on the story between now and the end of the summer we'll make it convincing by the time we tell your parents what happened."

"Are you sure?" Gwen asked with a frown, "the story already sounds pretty lame to me and my parents aren't exactly stupid. I don't see how they're going to fall for a story like that, especially since they know I already have a blue belt in karate."

"Anyone can be caught by surprise, " Grandpa Max pointed out, "and it could actually make the story more believable since your parents will think that you'd be too embarrassed about what happened to tell Ben and me about it until it was too late to report it."

"Maybe," Gwen said uncertainly, "but we better make sure the story is believable by the time you drop me off at the end of the summer."

"Oh, we'll make the story very believable by then," Grandpa said with a chuckle that made his belly bounce around under his colorful shirt.

"Ben," Grandpa said as he got up from his chair and gestured for his grandson to join him, "come with me, I want to talk to you alone for a minute."

"Sure thing, Grandpa," Ben said as he got up from the table and followed the older man away from the rustbucket.

"What about me, Grandpa?" Gwen asked as she started to get up from the table to follow them.

"You stay right there," Grandpa said pointing at Gwen and then her chair. "You'll find out what we're talking about soon enough, but for now I need to talk to Ben privately."

Gwen watched as Ben and Grandpa walked off together until they were out of earshot and then started talking animatedly for a few minutes. The way they glanced back at her several times during their conversation told her that she had something to do with what they were talking about but she trusted Grandpa - Ben too, but not as much as she trusted Grandpa. Without thinking about it Gwen reached for a roll and started shredding it in her hands before she shoved the shreds into her still hungry mouth. Ben and Grandpa seemed to finish their conversation and Gwen watched as Grandpa took a step back from Ben and watched as he activated the omnitrix and changed into XLR8. She saw Grandpa pull out his wallet and hand Ben some money before her cousin ran off so fast he left an afterimage of his alien form behind.

"Where is Ben going, Grandpa?" Gwen asked as Max returned to the table and sat down beside her.

"Well, Gwen," Grandpa said slowly as he watched her shred and eat another roll, "there were a few things I decided to leave behind at the start of the road trip because I didn't think I'd need or want them since I thought you and Ben were too young to be interested in things like fucking and sucking. Now most of those things I thought I'd put off for a day or two until we reached a town with a good sex shop, but after Ben told me about something you said you'd be interested in trying I thought I better send him to get one particular item."

"But won't Ben have trouble buying something that only adults are suppose to have?" Gwen asked in concern.

"You're forgetting that all of Ben's alien forms look like adults," Max pointed out. "The store clerk may give Ben a long look because of his alien form, but he'll never realize Ben is a kid instead of an adult."

"I guess you're right," Gwen said hesitantly, "as long as Ben doesn't open his big mouth anymore than he has to."

"I didn't think about that," Grandpa said, "but as long as Ben looks like an adult he should be fine long enough to get the item I sent him after."

"Grandpa, why aren't you telling me what you sent Ben to get?" Gwen asked thoughtfully.

"Because if I told you what I sent Ben to get it would spoil the surprise," Max said with a wink. "But don't worry, from what Ben told me I'm sure you'll like the little surprise I have planned."

"What did you and Ben talk about before you sent him off, Grandpa?" Gwen asked, giving Max a sideways glare.

"Not much," Max said with a mysterious grin, "I just asked Ben if there was anything you wanted to try. He told me there were a few things you mentioned this afternoon and I thought we'd give one of them a try."

"Which one?" Gwen asked suspiciously as she tried to remember what she'd told Ben earlier.

"Now that would spoil the surprise," Max said with another one of his secret grins.

"Grandpa, since it was Ben who gave you the idea I'm a little worried," Gwen pointed out.

"Don't be," Max said as he watched Gwen shred and eat the last roll, "I just know you're going to love it."

"I hope so," Gwen said after she swallowed.

"By the way, Gwen, I know that Ben already gave you an ultrasound of some kind thanks to Horn Dog's abilities, but I think it would be a good idea if we had you and your pregnancy checked out by a real doctor. And as it happens I have a friend in the next town who owes me a few favors, he use to be a medic when he was a plumber and then he became a regular doctor after he retired from the organization."

"If you think so," Gwen said, trying to make her voice sound nonchalant but it was obvious to Max that she was relieved at the idea of visiting a doctor.

A rush of air and a cloud of dust announced XLR8's return as Ben came to a stop next to the table and set two bags down as the omnitrix beeped down the last few seconds before Ben changed back to his own form in a flash of light.

"Did you have any problems Ben," Grandpa Max asked as he opened the plain brown bag to check its contents, nodding in satisfaction when he saw the contents.

"No trouble at all, Grandpa," Ben said as he pushed the white bag with the familiar burger crest toward Gwen.

"You went to Burger Barn," Gwen said accusingly as she tried to turn her nose up at the enticing smell of burger and fries that escaped from the bag.

"Sure did," Ben said with a grin. "The staff there was so happy to see a real live alien super hero that they agreed to give me all the burgers I could make and eat in one minute. They had no idea just how fast XLR8 really is. But how can you be so upset when I brought you a burger and fries of your own?"

"Well, it does smell good," Gwen said slowly as she reached for the bag and tried not to drool as she tore it open and reached for the burger.

"Just like your grandmother," Max said with a chuckle as he watched Gwen take a bite out of her burger and grabbed a few fries to pop in her mouth as soon as she swallowed the burger. "When she was expecting your father she was always hungry and couldn't stop eating."

"How much weight did grandma gain when she was pregnant with uncle Dan?" Ben asked as he watched his cousin devour everything in the bag and then scrounge around in an attempt to find just one more fry when everything was gone.

"Enough to go on a crash diet after he was born," Grandpa Max said with a grin when he saw the concern on Gwen's face. "But I don't think you have anything to worry about Gwen. In your case your body has a lot of developing to do before your baby is ready to be born. The hormones rushing through your body right now are telling your body to develop as fast as it can, and in order to do that you need a lot of food so your appetite is growing to match your body's needs."

"I hope you're right," Gwen said as she licked her fingers clean and then rubbed her belly suspiciously.

"I'm sure," Max said. "But if the two of you are done stuffing your face for now why don't you give me a hand with the table and then we can get to bed - and I don't mean to sleep."

"Sounds great, Grandpa," Ben said as he grabbed the empty pot from the table and tried to balance the plates and bowls on top of it.

"Careful doofus," Gwen said, grabbing the plates before they dropped to the ground. "If you do that you're just going to drop everything to the ground."

"Gwen's right, Ben," Grandpa said as he collected the silverware. "If you try to do everything all at once you'll end up with a bigger mess than you started out with. We have all night to fuck, so don't try to rush things."

"Ok Grandpa," Ben said as he tucked the pot under his arm and grabbed the bread dish with the other before he headed toward the rustbucket. "Are we going to wash everything too?"

"Not right now," Grandpa said after a second's hesitation. "Let's just take enough time to put things away and leave everything else to soak for now. After all, I've gone more than a month without a good fuck and I can't wait to try out Gwen's cunt."

"I know exactly what you mean Grandpa," Ben said with a toothy grin, "I have trouble going just a day at a time without fucking Gwen, and it's even harder since I have to watch her all day and know that I can't touch her until we stop for the day."

"And I get so horny every day that I can't wait for Ben to fuck me," Gwen said as she picked up the stack of plates and bowls and followed Ben, "so I've been masturbating three or four times a day. That's why I haven't been searing any panties lately, but now that you know about us I guess that means we can fuck as often as we want during the day."

"I guess," Grandpa said, stopping to scratch the back of his head thoughtfully, "but that wouldn't really be fair to me would it?"

"No," Gwen admitted. "But I get so horny all the time I can't stand it."

"You're horny all the time because you're pregnant," Max told his ten year old granddaughter, "but I think I can do something about that when we get to town tomorrow. If I remember correctly there's a sex store in the next town where I can get you a few gifts that you'll be able to enjoy whenever Ben and I aren't available."

"That sounds great," Gwen said as she set her stack into the sink and turned back to get something else from the table only to realize that the only thing left was the tablecloth and the table itself.

"Here Gwen," Grandpa Max said handing the girl a damp dishrag, "wipe down the tablecloth and take it inside. Ben and I will take care of the table."

"Ok Grandpa," Gwen said as she wiped off the table enthusiastically before she removed and folded the tablecloth so she could put it away in the RV.

By the time Gwen had the tablecloth put away Ben and Grandpa Max had the table put away as well. "Ok you two," Max said as he turned to face his two grandchildren with a lusty smile as he reached for his Hawaiian shirt and pulled it off without bothering to unbutton it, "time to get naked and fuck."

"Alright," Ben and Gwen both cried as they stripped out of their own clothes.

"From now on we're all going to share the big bed," Grandpa said as he held out his hand to help Gwen climb into the raised bed. "Don't forget our little surprise, Ben."

"I've got it right here, Grandpa," Ben said, holding up the bag as he climbed into the bed after Gwen.

"So what do we do now, Grandpa?" Gwen asked as Max joined them in the alcove.

"First," Max said as settled back on the mattress, "we start with you getting on top and sitting on my cock."

"Wow Grandpa," Gwen said as she looked at Max's penis in awe, "I didn't know you had such a big cock."

"Thanks Gwen," Max said with a grin as she fingered his eight inch shaft, "but I'm not as big as some guys you could encounter. Besides, where did you think Ben got his cock from?"

"I guess that makes sense," Gwen said as she straddled her grandfather's chest and slid down his body, raising herself up on her thighs until she hovered over his large steel hard prick.

"Here we go," she said, hesitating for a few seconds before she lowered her hips until the blunt tip of her grandfather's cock kissed her drooling slit. The redhead gasped as her grandfather's prick split her pussy lips and slid an inch into her tight little fuck hole. "Oh grandpa, you're so much bigger than Ben you're stretching my cunt so much."

"Does it hurt Gwen?" Grandpa Max asked as he grabbed the girl's hips to give her some extra support as she eased her slit another inch down his shaft.

"No," Gwen said hesitantly as she eased her pussy a little further down Max's large prick. "It doesn't actually hurt, but it makes me cunney feel so stuffed, but stuffed in a good way."

"Good," Grandpa said as he raised his ass off the mattress and buried another two inches of his prick into his granddaughter's tight wet cunt. "Come on Gwen, slide your slit down my shaft until the whole thing is inside your belly, than we can get to the real action."

Taking a deep breath Gwen forced her hips down toward her grandfather's hips until her pussy engulfed the whole length of his cock, giggling as his pubic hair tickled her clit and his cum engorged balls bounced off her ass. "How's that Grandpa?" Gwen asked as she leaned forward so her erect nipples made contact with Max's chest hair.

"That's great Gwen," Max said as he wrapped his arms around the ten year old and held her in place as he looked past her shoulder. "Are you ready Ben?"

"Almost Grandpa," Ben said from behind Gwen, she tried to turn her head to see what her cousin was doing but she couldn't twist her head around far enough to see him.

"Make sure you have plenty of lube on your cock, Ben," Grandpa said, "and then squirt some in her ass and spread it around with your fingers."

"Will do, grandpa," Ben said.

"Grandpa," Gwen said as she tried to break away from Max's grasp. "What are you and Ben going to do?"

"Ben told me that you said you were interested in trying new things," Grandpa Max said as Ben put something against her ass hole and Gwen felt something cold slosh into her rectum. "I thought this would be a good time to do a fuck sandwich with you. You did say you wanted to try one didn't you?"

"Someday," Gwen said as Ben slid his fingers into her ass hole and started spreading the lube around, "but I'm not sure if I'm ready to try it right now."

"Nonsense," Max told his granddaughter, "there's two of us and one of you so there's no time like the present. Don't worry Gwen, getting a cock in your ass is just like losing your cherry, it might hurt for a second, but once Ben gets the head of his prick in your ass you're going to love it."

"I hope so," Gwen said uncertainly as Ben shifted behind her and she felt the head of her cousin's cock come in contact with her asshole.

"Hang on Gwen," Ben said with more excitement than his cousin felt, "here we go."

For a few seconds Gwen didn't think Ben would be able to fit his cock into her ass, but with a grunt of effort he managed to force the head into her hole. "I always knew you were a tight ass Gwen," Ben said with a laugh as he managed to force another inch into the redhead's rectum."

"Relax Gwen," Max advised his granddaughter, "the more you relax the easier it will be for Ben get his prick into your ass.

"But Grandpa," Gwen said with a gasp as Ben forced another half inch into her, "how am I suppose to relax when Ben is forcing his cock into my ass like this?"

"Don't think about what Ben is doing," Grandpa Max said as he took his arms from around her back so he could pinch her nipple with one hand while he reached down to tickle the young girl's clit with her other hand. "Try thinking about how good my cock feels in your pussy - or how good it feels when I play with your nipples and clit like this."

"Those things do feel real good," Gwen admitted as Ben forced a little more of his cock into her with another grunt of effort. "But I can't ignore what Ben's doing no matter how good you're making me feel."

Even as Gwen spoke Ben thrust forward again and the head of his cock forced its way past the muscles of her ass and he slid all the way into her hole until his balls bounced off Gwen's ass and Max's balls. "Oh my God," Gwen groaned as her body quivered in pleasure. "This is incredible, I can feel both your cocks inside me at the same time."

"I knew you'd like it," Max told his granddaughter with a grin.

"Hey Grandpa," Ben said as he shifted his cock in and out an inch or so, "I can feel your cock in Gwen's pussy."

"And I can feel yours in her ass," Max said with a chuckle. "And if you think this feels good, just wait until you see what happens when we're both moving inside her. Are you ready for that Gwen?"

"I think so," Gwen said with a moan, she could feel the sexual energy flowing from her cunt and ass where Ben and Max's cocks were buried. The two pools of energy gathered in her belly and spread up her spine to tits and then her brain. Even as she spoke her grandfather started shifting his oversize cock in and out of Gwen's cunt while Ben tried fucking her ass at the same time. It took a few seconds for Ben and Max to match there strokes, but by then the ten year old girl's body was spasmming through it's first orgasm.

"Fuck my pussy Grandpa," Gwen panted when she was able to catch her breath after her first cum, "fuck my ass Ben."

"You don't have to ask me twice," Ben said as he slammed his cock in and out of Gwen's tight ass.

"Me either," Max said as he matched Ben stroke for stroke. "How do you like your first fuck sandwich, Gwen?"

"I love it," Gwen groaned, her body already building toward another orgasm. "If I didn't love straight fucking so much I'd be tempted to fuck like this all the time."

"I don't think Ben and I would have the stamina to do this all the time," Grandpa chuckled.

"Speak for yourself Grandpa," Ben said as he tried to bury his cock even deeper into Gwen's ass. "I'm not having any problem with stamina."

"Oh God, I'm cumming again," Gwen shouted as her ass and cunt clamped tight around the two cocks buried in her body.

"Fuck that ass Ben," Max said as Gwen tried to catch her breath. "Let's see if we can give her a third orgasm before we blow our loads in her."

"I'll try Grandpa," Ben moaned as he continued to slam his cock into his cousin's butt, "but I'm going to cum pretty soon."

"So am I Ben," Max aditted, "but just hold on a little longer and Gwen will come before we do."

"Yeah, do it," Gwen cried as her grandfather and cousin continued to fuck her from both sides, her body was still quivering from her second orgasm and she could already feel it building toward it's next cum.

Ben managed to hold out for almost five minutes before he felt his balls go tight at the base of his shaft and he yelled as he shot his first load of cum deep into his cousin's bowels. "I'm cumming," Ben managed to gasp between spurts of baby juice.

"So am I," Grandpa Max screamed as he slammed his prick as deep as it would go into Gwen's sucking fuck tunnel as his balls clenched to shoot his load deep into his granddaughter's cunt so his baby juice hit the girl's cervix, setting off her bodies third orgasm since the three of them had crawled into bed together.

"I never knew a fuck sandwich would feel so good," Gwen sighed as she tried to hold her eyes open against the sleep that threatened to reach out and grab her.

"I knew you'd love it," Grandpa Max said as he stifled a yawn and gave Gwen a satisfied grin.

"So what do we do now?" Ben asked with a yawn of his own.

"Well, after a fuck session like that I think we can all use some sleep," Grandpa said as he reached out to pinch Gwen's nipples. "Gwen, you sleep in the middle and Ben and I will sleep on either side of you, that way if one of us wakes up ready for another fuck session you'll be there ready for us - that is if you don't mind waking up with a cock in your cunt or ass."

"Mind?" Gwen asked sleepily, "I look forward to it."

"In that case, Ben, turn off the light and let's rest up for our next fuck."

Chapter 4

This is so boring," Ben moaned as he tried to peek out through the curtain without actually showing his face.

"Ben, get away from the window," Gwen hissed as her cousin tried to ignore her, "Grandpa said this was a bad part of town and he wanted to stay in the rustbucket and not let anyone see us."

"I know," Ben said, pulling his head away from the window and slumping back into the bench next to it. "I remember what he said just as well as you do, Gwen. He said this was the bad part of town, but it was the best place to get the rest of the things we need now that we're one happy fucking family."

"Those weren't his exact words," Gwen said with a smirk, "but close enough. What do you think he's buying anyway?"

"I don't know," Ben said with a shrug as he watched his red haired cousin working on her computer.

"I've been trying to find something on the internet that will tell me what he's getting but I don't even know what keywords to use for my search. And every time I find something that I think might give me a clue it turns out to be an adult site and it won't let me in."

"So the geek can't find the answers she's looking for," Ben said with a wide grin.

"Shut up you dweeb, you couldn't do any better than me."

"Maybe so, but at least I don't brag about how I'm going to find everything on the web," Ben pointed out.

"Good point," Gwen said as she closed her laptop and slid it away from her on the table. "So what do you want to do while we're waiting for Grandpa to get back?"

"Do you really need to ask?" Ben asked, patting his crotch and looking at Gwen's chest where her erect nipples just managed to push out the fabric on either side of the cartoon cat head on the center of her shirt.

"Didn't you get enough fucking last night?" Gwen asked, licking her lips as she looked at the bulge in Ben's pants. "Between you and Grandpa I woke up at least three or four times with a cock in my cunt."

"Ah, what a way to wake up," Ben said with a toothy grin. "I bet you loved every minute of every fuck, didn't you?"

"Yes," Gwen said with a sigh. "And I'd love to fuck you now too, Ben. But Grandpa said not to attract any attention while we're parked in this part of town and I'm afraid someone would notice if the rustbucket started rocking while we fucked. Besides, Grandpa wanted to make sure that my cunt and ass were clean for my doctor visit. He said that his old friend may be willing to accept our story because of their relationship, but if he finds a load of cum inside me during the exam that could ruin the whole thing."

"I know," Ben grumbled, "but that doesn't stop me from being horny."

"Me either, Ben," Gwen snapped. "But even if I can't do something for myself, maybe I can do something for you."

"What do you have in mind, Gwen?"

"A blow job," Gwen said with a slow grin. "We can't fuck, but at least I can suck you off."

"That could work," Ben said with a slow grin. "What do I have to do?"

"Just sit on the edge of the bench and unzip your pants, Ben, I'll take care of everything else," Gwen said as she slid off the bench and got down on her knees. Ben was in such a rush to open his pants that he got the zipper stuck and had to struggle with it for several seconds before he managed to free his prick for his cousin's eager hands and mouth.

Ben watched as Gwen held his cock in both hands and licked her lips in anticipation. "Come on, Gwen, we don't have all day you know," Ben hissed.

"No," Gwen hissed back, "but we have enough time for me to enjoy the look and feel of the cock that knocked me up, dweeb."

With obvious pleasure Gwen ran her tongue across the tip of her cousin's cock, sending a wave of pleasure running up Ben's spine to reach his brain with a shake of his head. A quick lunge of her head and Gwen had Ben's full six inches in her mouth and down her throat. Another bolt of pleasure ran up Ben's spine as Gwen moaned in pleasure and the vibrations running up her throat tickled the boys shaft as she reached up to squeeze his cum filled balls.

"Oh Gwen," Ben moaned in pleasure, "where did you ever learn to suck cock like that?"

Gwen's only response was slide her lips as far down her cousin's prick as she could before running her tongue back and forth on the underside of his shaft as she tickled his balls with her fingers. "I'm going to cum," Ben said through gritted teeth as he grabbed Gwen by her red head and pulled her face tight into his crotch. Gwen felt her cousin's balls twitch in her hands just before he shot his full load deep in her cum thirsty throat.

"Wow Gwen, that was great," Ben groaned as he pulled his limp cock out from between his cousin's lips, dripping the last drop of cum on the girl's chin as he pulled out. "How did you ever learn to suck cock like that?"

"Grandpa Max gave me some pointers while you were taking your shower this morning," Gwen said as she caught the drop of cum on her chin with her finger and put it in her mouth to suck it clean. "We didn't have time for me to try out any of the things he told me about sucking a guy off so I wasn't sure how well things would work out until now. I'm glad you liked it."

"Liked it, I loved it," Ben said with a blissful smile. "Can we do it again?"

"Sure," Gwen said as she swallowed the last of Ben's cum. "I think I enjoyed sucking you off as much as you enjoyed getting sucked, but don't forget that I like to be fucked too."

"No way I'll ever forget that," Ben said, reaching down to give Gwen's belly a quick pat.

"Hey you two," Grandpa Max said as he opened the door of the rustbucket and poked his head in before he entered the RV, "I told you to keep things down while we were parked here."

"But Grandpa," Ben said as he stuffed his limp cock back in his pants and zipped them up, "it was so boring we had to do something. Besides, I didn't fuck Gwen so she's still good for her doctor's exam, right?"

"I guess so," Grandpa admitted as he set his bags down on the table and went back to lock the door, "but I wish the two of you would learn to obey the intent of what I tell you to do instead of the letter. This is a dangerous part of town."

"Not for me," Ben pointed out. "If something actually happened I could always change into Four Arms or Diamond Head. I don't care how tough the guys around here are, one look at one of my heroes and they'll run."

"I know that Ben, but you can't always depend on the Omnitrix, you have to know when to use it, and when to depend on your own abilities."

"Whatever," Ben said as he reached for the closest shopping bag and spilled it out on the table. "So what did you get me?"

"I didn't get you anything Ben," Grandpa Max said as he grabbed the collection of dildos and other sex toys before they slid off the table. "These are for Gwen."

"No fair," Ben whined, "why does the geek get everything?"

"Well Ben," Gwen said with a quick laugh as she picked up an electric blue dildo, "if you really want to use any of my new toys you can. Where do you want to put it?"

"That's not funny, Gwen," Ben said with a frown as he watched Grandpa Max try to hide his own laughter.

"Sure it is," Gwen said, "you just don't have a sense of humor."

"I do have a sense of humor," Ben said, "it wasn't funny."

"Ben, I'm sorry if you're feeling left out right now," Grandpa said in an attempt to console his ten year old grandson, "but you have to remember, Gwen is the one who's pregnant. Your cousins going through a lot of changes right now and I think it would be a good idea if we gave her as much support as we can. And right now I think that means letting her enjoy a little spending spree before her belly and breasts grow to big for her to enjoy her new clothes."

"No way," Ben said angrily as he jumped up from the seat and glared at his grandfather. "You're giving Gwen a shopping spree on top of buying her all these toys? What about me? She may be pregnant, but I'm the one who got her pregnant you know. Why aren't you giving me any of this special treatment."

"In time," Max said, "but like I said, Gwen is the one going through all these changes right now. So be a little patient, and if I were you I wouldn't make a point of the fact that you were the one to knock up your cousin. Remember, she was supposed to be raped."

"I know, I know," Ben growled.

"Good," Grandpa said with a nod. "We'll talk about this later right now we have to get to Gwen's doctors appointment, and after that it's off to the mall."

"Fine," Ben said as he reached for the omnitrix and turned the dial. "The two of you can do whatever you want. I'm out of here thanks to the Stinkfly express."

"Ben," Grandpa Max said as a flash of light filled the rustbucket and Ben's form changed into the green winged smelly insect alien that he usually used when he needed to fly.

"Eww, gross," Gwen said, pinching her nose shut against Stinkfly's smell.

"Ok," Max said with a weary sigh, "but make sure you meet us back here by four, that will give us enough time to get some dinner and then reach the next camp sight before we need to get to bed."

"I'll be here," Ben said as he opened the door of the RV and looked around to make sure no one was looking his way before he spread his wings and took to the sky.

"Is it just me," Gwen asked after Ben left, "or did Stinkfly smell worse than usual just now?"

"I think that was you," Grandpa Max said as he headed toward the front of the rustbucket and got into the drivers seat. "He didn't smell any worse than usual to me, but since you're pregnant some of your senses - including your sense of smell - is heightened well beyond normal, so you notice things like Stinkfly's smell more than usual."

"I guess," Gwen said irritably, "but I still can't believe Ben decided to bail on us like that."

"Don't forget, Ben is trying to figure out how to deal with things just like you are," Grandpa pointed out, "and getting away for a while could be the best thing he could do right now. Besides, I'm not sure if I want him around when you visit the doctor. He's jealous enough to cause problems if anything happens - or if he thinks something is happening."

"Ben, jealous?" Gwen asked with a laugh.

"Oh yeah," Grandpa said with a sharp nod, "you may not have noticed it but I have. Ben is feeling very possessive and jealous where you're concerned. If we weren't so close I'm not sure if he would have let me join in."

"I never really thought about it before," Gwen said thoughtfully, "but the way Ben's been acting during the past month I guess he has been a bit possessive. I just didn't realize it before because he's always been that way. But what does that have to do with my doctor visit?"

"Well Gwen, I mentioned that the doctor was an old friend of mine when we were both plumbers," Grandpa said hesitantly, "but I didn't mention that he's your great uncle."

"What?"

"It's true," Grandpa said with a nod of his short grey hair, "Gary was your grandmother's younger brother, in fact he introduced us after he treated me after a mission. But something passed between them just after the wedding and they grew apart after that. In fact your grandmother refused to have anything to do with him after that, especially after you were born."

"I get the impression that even though Grandma didn't tell you, you have an idea what happened between them," Gwen said suspiciously.

"I have my suspicions," Max admitted. "Let's just say that I know what your Gary liked in a woman and your grandmother was it."

"You mean Grandma and her brother . . ."

"No, I don't think anything ever happened between them," Grandpa Max said carefully, "but Gary may have said something to your grandmother and that was the start of their split."

"And I was the final split between them?" Gwen asked.

"Yes," Grandpa said with a smile. "When you were born you looked so much like your grandmother that she probably thought it would give her brother some ideas."

"And what if he does get some ideas?" Gwen asked as she chewed nervously on her lower lip.

"That's up to you," Grandpa said. "If he tries something and you're willing to go along with him than do it. But if you say no I'm sure he'll back away."

"I'm not sure if I want to say no," Gwen said thoughtfully. "After fucking you last night I'm actually looking forward to trying out more cocks. As much as I love fucking Ben I can't wait to try out even more cocks. Does that make me a slut?"

"That makes you a cock hungry slut," Grandpa said with a laugh, "and I can think of a few dozen men who will be happy to give you all the cock you want to try."

"Let's just start with Great Uncle Gary, that is if he's interested."

"Oh, I don't think you have to worry too much about that," Grandpa Max said with a nod, "but it may help if you give him a hint or two during the exam."

"I'll see what I can do," Gwen said as Grandpa pulled into the parking lot and rolled to a stop in one of the parking spaces.

"I'm sure you will," Grandpa Max said, giving his ten year old granddaughter an encouraging smile.

"So what seems to be the problem today Miss Tennyson," the doctor said as he entered the examination room and closed the door behind him. When he turned and lifted his head up from his clipboard Gwen was surprised to realize that he looked much younger than Grandpa Max, but then he had mentioned that Gary was her grandmother's younger brother.

"Please call me Gwen," Gwen said as the doctor took a quick look at her naked form before turning back to her information sheet.

"Can I call you Uncle Gary?" Gwen asked as she looked at the top of her great uncle's grey fringed brown hair. "I know you're really my great uncle, but it's much easier to say uncle."

"Great Uncle?" the doctor said, glancing up at Gwen's nude form again before turning back to his clipboard again. "Of course, Tennyson, you're Max's granddaughter aren't you?"

"That's right," Gwen said, giving her great uncle an enticing grin when he looked up at her naked body again.

"I see," the doctor said with a nervous cough as he turned back to his paperwork again. "You do realize that it isn't necessary for you to take all your clothes off for the exam."

"Yes," Gwen said, leaning back on the examination bed and opening her legs so her great uncle would have a clear view of her wet slit the next time he looked at her. "But I thought this would be more fun. Besides, it feels so natural to sit here with nothing on."

"Ok," the doctor said with a sigh as he looked up from his clipboard and found himself looking right at Gwen's almost bald pussy. "If this is the way you want to do it then we will, but remember, this was your idea."

"I'll remember," Gwen promised, opening her thighs even wider as her great uncle continued to look at her slit with a glazed expression on his face.

"Now to get back to my original question," Gary said, forcing his eyes back to his paperwork, "what seems to be the problem."

"There are actually several problems," Gwen answered, "but they seem to be related." As the doctor made notes Gwen told him about her symptoms including her morning sickness, tender breasts, and overall tiredness. "So what do you think it is?" she asked as she finished.

"I think I have a pretty good idea," Gwen said with a sigh as he put his clipboard aside and took his stethoscope from around his neck. He put the earpieces in his ears and put the head against Gwen's chest to listen to her heart before moving the cold metal down to her belly. "And I suspect you know what it is as well as I do. Do you want to tell me about it?"

"Do I have to?" Gwen asked, "it's so embarrassing."

"You don't have to if you don't want to," Gary said as he continued to listen to the redheaded girl's belly, "but if I knew what happened it would give me a better idea of what to put in my official records. And if it really bothers you that much let me point out that I can edit my records."

"If you really need to know," Gwen said hesitantly, "it happened just over a month ago. We were spending the night at an RV camp and the toilet in the rustbucket was on the fritz so I used the camp's facilities. I guess I wasn't paying attention to my surroundings because when I left the bathroom I was caught by surprise when the man came up behind me."

"What's so embarrassing about that?" Gary asked as he pulled his chair over and sat on it, "anyone can be caught by surprise like that."

"But not everyone has had martial arts training," Gwen pointed out, "I should have been able to take that guy out, but by the time I realized what was happening he had me penned to the ground and was feeling up my tits. The next thing I knew he had my pants and panties pulled down to my knees and he was . . ."

"That's enough," Gary said with a sympathetic nod when Gwen sputtered to a halt. "I'm not a police officer so I don't need the details in order to track down and arrest your assailant."

"Thank you," Gwen said, relieved because she realized that she and Grandpa Max hadn't really figured out the details of her assault yet.

"I don't think I really need to tell you this," Gary said, watching Gwen reaction closely, "but you're pregnant."

"How can you know that since you haven't given me a pregnancy test yet?" Gwen asked.

"I will," Gary said, "but considering the fact that I can hear the fetal heartbeat it's pretty clear that you're pregnant."

"I guess that would be proof enough wouldn't it," Gwen asked with a weak smile. "Can I hear it?"

"Sure," Gary said as he removed his stethoscope and handed it to Gwen so she could place the earpieces in her own ears. Once Gwen had the stethoscope in place Gary placed the head on the girl's belly and watched the look of wonder as it spread across the redhead's face. "Incredible isn't it?"

"Yes," Gwen said with a sigh as she removed the stethoscope and handed it back to the doctor.

"Would you like to tell me what really happened now?" Gary asked as he slid the instrument into the pocket of his lab coat. "Unofficially of course. The story you gave me will go into my official record, but the way you gave it to me just doesn't sound natural - it sounds too much like something you practiced."

"That obvious?" Gwen asked as she placed her hand protectively on her belly.

"Only because I've heard the same kind of story time after time when a girl was trying to cover up for whoever knocked her up," Gary said with a reassuring smile.

"I told Grandpa Max it was a weak story," Gwen sighed. "But if you promise to keep it secret I'll tell you the truth if you really want to know."

"Gwen, I was a plumber, of course I can keep a secret," Gary pointed out.

"Good point," Gwen admitted, taking a deep sigh before she continued. "It's Ben, my cousin Ben is the father."

"How old is Ben," Gary asked.

"He's ten," Gwen answered, "just like me. In fact Ben and I share the same birthday."

"Interesting," Gary said thoughtfully. "You and Ben have the same birthday? I wonder how that happened."

"I don't know," Gwen said with a shrug of her naked shoulders, "it just happened."

"I'm not so sure about that," Gary said with a thoughtful grin. Gwen glanced down at Gary's crotch and noticed the bulge in the doctor's pants.

"It looks like you have some ideas of your own," Gwen said, tentatively reaching out to cup Gary's erection through his pants. "Care to tell me what you have in mind for this thing?"

"Well," Gary said, taking a quick step back from Gwen's outstretched hand, "I do have an idea, but considering what came between me and your grandmother I'm not sure if I should tell you what I have in mind."

"Uncle Gary, I fucked my own cousin and grandfather - and my cousin knocked me up. What could you possibly suggest that I would object to?" Gwen asked as she put her hand protectively over her belly.

"Good point," Gary said with a bemused smile, "I guess you wouldn't have ths same holdups my sister had when I told her about my dreams of fucking her the night before she married Max."

"Is that what came between you?" Gwen asked.

"That was part of it," Gary sighed, "but the real break came when you were born and she started thinking that I might want to fuck you when you were old enough."

"Grandma always was a bit of a prude," Gwen admitted.

"That's my sister you're talking about," Gary said, "but you're right, she was a prude and after I told her about my own feelings for her she got even worse."

"Well I'm not grandma," Gwen pointed out, "I'm pregnant, horny, and cock hungry; so why don't you go ahead and tell me what you want to do?"

"You may not be my sister," Gary said with a grin as he removed his lab coat and tossed it over the back of his chair, "but you look enough like her that I want to fuck you as much as I wanted to fuck her. What do you say Gwen, do you want to fuck?"

"I sure do Uncle Gary," Gwen said, opening her legs as wide as she could as her great uncle gave her a quick smile before he removed the rest of his clothes and headed back to the examination table. "Just look how wet my pussy is - and it's just for you."

"Nice," Gary said as he moved between Gwen's thighs and ran his fingers along the lips of her cunt before he moved the slimy digits to his mouth and sucked them clean with relish. "You taste as good as I ever dreamed my sister would taste."

"Turnabouts fair play Uncle Gary," Gwen said with a smile, "how about giving me a taste of your cock?"

"I love the way you think," Gary said as he backed away from the exam table as Gwen got up on her hands and knees and turned around to face him. "My cock's yours do whatever you want with it as long as we fuck."

"That's a deal," Gwen said as she reached out to grab her great uncle's wavering shaft and hold it steady so she could get a good look at it. She was surprised to realize that Gary's cock wasn't much larger than Ben's, maybe a half inch longer and thicker than her cousin's ten year old cock, but certainly not more than that. Gwen actually felt a bit relieved that she wouldn't have to deal with a cock as large as Grandpa Max's. Holding Gary's cock steady in her fist Gwen stuck her tongue out and ran it across the head of her great uncle's penis. She wasn't sure what she was expecting, but she was surprised to realize that the cock in her hand tasted different from Ben's, but she wasn't sure if she could say which one tasted better.

"What are you grinning about?" Gary asked through gritted teeth.

"Your cock is only the second one I ever tasted," Gwen explained, "I was a little surprised to realize that two cocks can taste so different."

"Pussy's are the same way you know," Gary pointed out.

"Well I never tasted a pussy," Gwen said with a slight blush, "for now I'll have to take your word for it."

"That could change someday," Gary pointed out as Gwen shifted her face forward and swallowed his whole shaft in one gulp so it slid down her throat in one gulp. "Since you said you only tasted one other cock you must be a natural cock sucker." Gwen tried to answer but with his shaft stuck in her throat all she could manage was a grunt that made her throat vibrate around Gary's hard cock until he groaned with pleasure.

"Careful there Gwen," Gary moaned as Gwen moved her face in and out of his crotch. "I almost came that time. Maybe I should pull out of your mouth so we can fuck before I shoot my load down your throat."

"OK Uncle Gary," Gwen said, letting the doctor's cock slip out from between her lips so the hard shaft quivered enticingly before her eyes. "What position do you want to fuck me in?"

"That's up to you," Gary said, giving Gwen a warm smile. "I'll be happy to fuck you in whatever position you want to try."

"In that case," Gwen said as she shifted around on her hands and knees so that her ass was facing Gary, "I'd like to try it doggy style."

"Oh good," Gary said as he held his cock steady with his hand as he stepped in close enough to rub the tip of his penis along the red head's dripping slit. "I like every position, but doggy is one of my favorites."

"I'm not sure if I have a favorite yet," Gwen said, "I just want to try every position I can right now. Maybe then I'll be able to decide what my favorite is."

"Sounds like a good plan," Gary said as he stepped closer to the exam table and eased the head of his prick into the ten year old's hungry cunt. Gwen let out a loud gasp of pleasure as he entered her fuck tunnel and Gary grinned as he said, "make all the noise you want, Gwen, even if my patients hear you they won't mind."

"Are you sure they won't get curious about the noise?" Gwen asked as her great uncle's cock inched it's way into her belly.

"Trust me Gwen," Gary said with a quick laugh, "my patients know exactly what we're doing in here. I said they wouldn't mind, I didn't say they wouldn't be curious. You'll understand when you get out in the waiting room. Now go ahead and let yourself go."

"Yes," Gwen screamed as Gary buried the full length of his cock in her tight preteen pussy and the hairs on his balls tickled her clit. "Fuck me Uncle Gary, fuck me."

"Oh God, you're so tight Gwen," Gary said as he reached around to play with the erect nipples that topped his grandniece's small tits. "I love fucking your tight little cunt, Gwen, and your pregnant belly has to be one of the tightest pussies I ever fucked."

"And just how many preteen cunts have you fucked Uncle Gary," Gwen moaned as her great uncle slid in and out of her slit, she could feel the sexual energy building in her belly and she hoped she would be able to hold off her orgasm until Gary shot his load deep in her fuck tunnel.

"More than you think, not as many as I'd like," Gary panted, shifting one hand down to Gwen's clit as his cum filled balls bounced with every stroke of his shaft. "You'll get an idea of how many girls I've fucked when you get to the waiting room. You and Max were my first appointment today so you didn't have a chance to meet any of my other patients when you came in, but there should be a few of them out there when you leave."

"Now I'm really curious about what you've been up to Uncle Gary," Gwen gasped as her slit pulsed around her great uncle's pistoning cock, "if you fuck other girls as well as you're fucking me you must have a lot of happy patients."

"Happy enough to be repeat customers," Gary chuckled as he felt his prick shivered like it always did just before he shot his load. "I'm going to cum Gwen."

"So am I," Gwen squealed as she pushed her ass back to meet her great uncles final thrust as he buried his cock deep in her belly. Gary's balls twitched against her pussy lips and Gwen felt his shaft grow larger in her fuck tunnel as the older man shot several loads of cum deep inside her body to splatter against her cervix. Even as Gary filled her hole with his baby juice Gwen's cunt caught his prick in a strangle hold and milked it for every drop of cum it could suck out.

"Oh God," Gary said, catching himself of the edge of the examination table as his legs threatened to give out on him. "That was incredible Gwen, the best fuck I've had in - well, in a couple days at least. It was everything I ever dreamed but didn't get from my sister."

"I'm glad you liked it as much as I did," Gwen said as she rolled on her back and then pushed herself up from the exam table to give Gary a wet tongue filled kiss. "I'd like to try it again when I'm don't have a baby growing in my belly - if you know what I mean."

"Oh, I know what you mean," Gary said with a chuckle as he pulled his mouth away from Gwen's after a second kiss. "As you'll see in a few minutes. Now get dressed and go out to the waiting room - and tell your grandfather I need to talk to him."

"Ok," Gwen said as she pulled her clothes on, adjusting her hair before she turned toward the door. "But why do you need to talk to grandpa?"

"That's for us to worry about," Gary said evasively, "but I need to give him the prescription for your prenatal vitamins as well as things to look for in your development over the next few months and a list of doctors who can be trusted for future exams."

Gwen thought about Gary's words for a few seconds and then gave the doctor a quick nod before she made the final adjustments to her shirt and pants before she left the exam room. When she reached the waiting room she could see what Gary meant about his patients. She counted six girls in the waiting room ranging from one blond girl who looked younger than her to an older teen with black hair almost down to her waist. Each girl was accompanied by an older woman who had to be her mother and every single female in the room was obviously pregnant. A couple of the girls watched Gwen as she walked over to where Grandpa Max was looking around the room with a look of surprise at all the pregnant girls and women waiting to see Doctor Gary.

"Grandpa," Gwen said, shaking Max's elbow when he didn't seem to notice her at first. "Uncle Gary wants to talk to you before we go."

"Oh, right," Max said distractedly as he got up from his chair and headed for the examination room without taking his eyes off the youngest girl in the waiting room.

"Hi," the girl closest to Gwen said, leaning close enough to whisper so no one else could hear her as she talked. "Sounds like you enjoyed you examination."

"Yeah," Gwen said with a blush that she tried to hide.

"Nothing to be ashamed of," the girl said with a warm smile, "we all enjoy our exams - and so do our mothers - as you can see."

Gwen glanced around again at all the obviously pregnant women and turned her attention back to the girl who was talking to her. In spite of her engorged belly and milk filled breasts Gwen guessed that the girl with curly brown hair was about her own age. "Is that," she said, pointing at the girl's stomach.

"No," the girl said with a laugh, "this one is my big brother's baby. He lied to me and said he couldn't get me pregnant because I was too young and because brothers can't get sisters pregnant. Once mom figured out what had happened she told me the truth about sex and brought me to Doctor Gary for my exam so she could keep things quiet. After my first exam I knew that my brother wasn't the great fuck he claimed to be and I cut him off in favor of Gary and now I can't wait until this baby is born so he can knock me up."

"Really?" Gwen asked, wondering why this girl was so open with her about her sex life.

"Really," the other girl said, "and my mom decided not to wait, Dr. Gary knocked her up right after my first exam. You see Jenny over there?"

"Yeah," Gwen said, turning to look at the oldest girl in the room.

"That's her third baby by Dr. Gary," the girl said. "She told me once that her father knocked her up the first time when she was about our age - he ran off before her mom found out what he'd done - and Gary's been knocking her and her mom up ever since."

"Uncle Gary told me that I'd find out how much he liked fucking girls when I came out here but I didn't think he'd fucked this many girls," Gwen said with a bewildered shake of her head.

"This is nothing," the other girl said with a short chuckle, "there's at least another two dozen girls Dr. Gary fucks on a regular basis. Is he really your uncle?"

"My great uncle," Gwen said, "but today is the first time I ever met him."

"Lucky you," the girl sighed, "since he's your great uncle you'll be able to fuck him whenever you want without waiting for an appointment."

"I guess I'll have to see," Gwen said with a smile as Grandpa Max left the examination room and headed toward her.

"Let's go Gwen," Grandpa Max said as he helped his redheaded granddaughter to her feet, "we still have to get your new clothes and then meet Ben so we better get a move on."

"He's late, Gwen said as she held up her new blouse to enjoy the look and feel of it before she folded it away for when she'd need the oversize piece of clothing. She added it to the box of clothes Grandpa Max had bought for her that day and closed the box before sticking it away in the closet. She sighed as she looked wistfully at the box before closing the closet door on the clothes she was looking forward to wearing in a few months. "I told you he'd be late."

"That you did," Grandpa Max said with a crooked smile. "And I knew you were right, that's why I didn't bet on it."

"Oh right, you didn't," Gwen said with a sigh. "I guess we both know him too well to take a bet like that."

"Yes we do," Max said.

"Who are you talking about?" Ben asked as he opened the door and stepped into the rustbucket.

"You of course," Gwen said as she sat down at the table, Ben sat down across from her as Grandpa Max sat down in the drivers seat and started the engine. "So what was your day like?"

"Boring," Ben groaned as he let his head slide down his arm to hit the table.

"It couldn't have been that bad, Ben," Grandpa said as he pulled out into the street.

"Worse," Ben moaned as he watched Gwen open her laptop and start tapping something on the keyboard. "I was all over town today using the watch to change into one hero after another but something went wrong with every hero. I guess you could say I'm in hiding out after everything that went wrong today."

"I can see what you mean," Gwen said with a laugh, her eyes glued to her computer screen.

"What are you looking at?" Ben asked, looking up from the table.

"Local news videos covering your activities for the day," Gwen said, saving as she saved the videos to memory. "Why did you turn into Ripjaws to fight those carjackers? I mean, we must be at least a hundred miles from the nearest open water and you change into an alien that needs a lot of water or he suficates?"

"I was trying for Fourarms," Ben muttered, "but the stupid watch went whacko and changed me into Ripjaws instead."

"I'll want to see that video later Gwen," Grandpa Max called back from the drivers seat, "I hope you're saving it. By the way, what do you kids want for dinner? We could swing by Burger Barn on the way out of town."

"That sounds great," Gwen said.

"I'm not so sure about Burger Barn Grandpa," Ben said. "Just aske Gwen what happened when XLR8 hit an oil patch at top speed."

"Gwen?" Grandpa asked without looking away from the road.

"I'm checking it right now," Gwen said. "Oh wow, you must have felt that even after you changed back."

"What did Ben do?" Grandpa asked.

"He hit the drivethru window and took out almost the whole alcove," Gwen said. "It's going to be a while before anyone uses that drivethru."

"In that case let's make it pizza," Grandpa said, trying hard not to laugh as he thought about XLR8 crashing through the drivethru window at Burger Barn. "It sounds like Ben could use some comfort food after the day he had."

"It would have been better if I'd gone with the two of you today," Ben sighed as he picked his head up from the table with a real sign of interest when Grandpa mentioned pizza for dinner.

"Trust me Ben, " Gwen said so quickly she was afraid Ben would suspect something, "you would have been bored stiff if you went along with us today. In spite of what happened to you it would have been a lot worse if tagged along with us today. Between the doctor's visit and the clothes shopping you would have been bored to death."

"Yeah, that's what I thought too," Ben sighed, "but at least I wouldn't be so embarrassed. Well at least I have dinner and fucking to look forward to now. Nothing better than pizza and a good hard fuck to make you forget a bad day."

"Or to top off a great day," Gwen said, exchanging a knowing grin with Grandpa Max through the rearview mirror.

Chapter 5

Gwen opened her eyes and glanced at the glowing digits on her alarm clock. A half-hour before her alarm was suppose to wake her up to get ready for her first day of school. Waking up ahead of her alarm was nothing new for Gwen, she was always excited to start the first school day every year, but this time it was different. After two months of sleeping in the same bed with Ben and Grandpa Max she was use to waking up to a good hard fuck session. Even better were the nights when she'd sleep with one of their cocks buried in her pregnant pussy.

With a frustrated sigh Gwen reached over to switch off the alarm on her clock, she knew better than to think she'd get back to sleep now. After being home from the road trip with Grandpa and Ben Gwen had her mornings down to a routine. She snapped her covers off with a quick twist of her wrist and looked down at her changing body. At three months the bulge in her belly was getting noticeable - especially if she was naked or wearing something tight - and her breasts had grown almost two sizes since Ben knocked her up.

Gwen sighed with pleasure as she massaged her swollen tits and belly and remembered back to her parents response when she got home and told them that she was pregnant. She still had trouble believing that her parents had actually bought the rape story she and Grandpa Max had concocted during the last two months of the road trip. Even as she and Grandpa told her parents the story it was all she could do to keep a straight face because she knew it was a bald faced lie. To her surprise her parents accepted the story and even hugged and kissed her afterward, telling her that if she wanted to keep the baby when it was born than they'd give her all the help she needed to raise her son or daughter.

As her hand inched down her swollen body to her wet cunt Gwen couldn't help but think of Ben and how much she missed him and his hard cock. After running her fingers through her dripping pussy Gwen raised them to her mouth and slurped the juice from her digits. Once her fingers were clean Gwen rolled on to her side and opened the drawer of her bedside table far enough to reach in and grabbed her favorite vibrator from her secret cache.

From the light filtering in through her window Gwen was able to find the dildo that Ben had modified for her as a birthday present. She'd tried to ask Ben how he made the modifications but as Ben he couldn't remember how he did it, and as Greymatter the explanation got so technical she couldn't understand what he was saying. Still, even if she couldn't understand how Ben had modified her vibrator she could still enjoy the modifications, and she intended to do that right now. Gwen rolled onto her back and reached down to push the waistband of her pajamas down so she could reach her hungry pussy with her vibrator. The redheaded eleven year old held her slit open with the fingers of her left hand as she slipped her dildo into her dripping tunnel. When Gwen felt had the main shaft as deep as it would go in her hole and knob at the base tight against her engorged clit she turned it on and purred in pleasure as dildo started to expand and contract in her slit.

Gwen let go of the dildo to let it run on automatic as she moved her hands up her belly where she rubbed the bulge where her baby was growing. With a sigh of pleasure as her vibrator shot jolts of pleasure through her body Gwen shifted her hands from her rounding stomach to her growing breasts and massaged the tender mounds until her nipples popped erect against her fingers.

"Oh yeah," Gwen groaned as she pinched her nipples and bounced her ass up and down on her mattress. Gwen was glad Greymatter's modifications on her dildo had included an everlasting power source because in the past week she'd put the blue dildo through it's paces so often that she would have gone through a fortune in batteries by now.

Gwen could feel her orgasm approaching as the blue dildo buzzed and lurched inside her cunt, sending jolts of sexual energy up to her swelling belly where they clashed with the waves of sexual energy from her tits to pool and grow at a spot just behind her growing baby. "Fuck me Ben, fuck me," the redhead cried through clenched teeth as her back arched as her first orgasm of the day crashed through her body. The vibrator in her pussy went dead as Gwen panted for breath and her muscles relaxed in a pleasant lethargy.

Ben had told her that the dildo stopped after every orgasm as a safety precaution because he didn't want her to get so caught up in the pleasure of multiple orgasms that she forgot things like eating, sleeping, or even breathing, and even though Gwen understood what he meant she sometimes wondered what it would be like to just turn the dildo on and get lost in the sheer joy of a never ending orgasm. With a sigh Gwen pulled the beautiful blue toy from her twat and licked it clean before she returned it to the drawer.

As she rolled onto her back Gwen thought she felt a little twitch in her belly and she smiled down at the bulge that hid the red fur around her slit. She realized that it was probably just a muscle spasm left over from her orgasm but she decided to pretend it was something else as she placed her hands on her swollen abdomen and stroked her bare skin. "Did you like that baby? Did you like it as much as mommy did? If mommy is this horny every morning than by the time you're born you will already love fucking as much as she does.

Gwen closed her eyes and grinned as she imagined Ben lying next to her and stroking her belly as he cooed at the baby in her belly. She could just see his cock standing up straight, anxious to slide into her cunny so he could fuck her to another orgasm and shoot another load of cum deep into her fuck tunnel. Even though she'd fucked Grandpa Max and her great Uncle Gary over the summer it was always Ben she thought of when she closed her eyes and Gwen wondered if that meant she was falling in love with her cousin - or maybe it was just his cock she was in love with.

Gwen glanced at her clock again and realized it was time to get up and get ready for school so she slid out of bed and grabbed the clean clothes waiting on the chair next to her bed before she headed for her bathroom. "I wonder if I have time for another orgasm while I take my shower," Gwen mused after a large yawn, "I hope so because I'm too horny to stop myself."

After her shower and two more shuddering orgasms Gwen looked at herself in her mirror as she finished getting dressed. In the mirror she could see how her tits and belly had grown over the last three months. Her tits pushed the cartoon cat image of her favorite shirt out well away from her chest, and in spite of the bra she wore her erect nipples made poked out on either side of the cat face on the front of her shirt. And when her eyes moved down her body she noticed that the bulge of her belly pushed the hem of her light blue shirt up far enough to show her belly button before she pulled her shirt down around her baby bulge and then added a light but bulky sweater to hide summer growth.

"Looks pretty silly to me," Gwen thought as she looked at her image, "but even if people notice my new fashion statement at least it hides the fact that I'm pregnant - at least for a while."

"Gwen, breakfast is ready," Gwen's mother called from the kitchen. "Hurry up or you'll be late for school."

"I'm coming mom," Gwen answered as she added her trademark blue barrette and grabbed her backpack before heading out the door.

"Here you go," Gwen's mother said as her redheaded daughter slid into her chair at the breakfast table and she placed her eggs on the table in front of her. "Are you ready for your first day?"

"I'm always ready mom," Gwen said as took a sip of her orange juice before dipping her toast in her egg yoke and taking a bite.

"I know you are," Gwen's mother said, pushing her own red hair back from her face as she spoke, "but things are different this year. Your father and I spoke to the principle at the middle school and told him about your condition."

"Mom," Gwen said, dropping her fork with a clatter as her head snapped around to look at her mother as she took a sip of coffee from her favorite mug. "I thought the idea was to keep my pregnancy a secret as long as possible."

"It is," the older woman said with a sigh as she set her coffee mug down and crossed her arms under her breasts. "But we had to tell the principle the truth or he wouldn't let you make other arrangements for your phys ed credit this semester. Your father and I decided it would be better to let one person know the truth in confidence if it meant that you wouldn't have to take a gym class where the other girls would see you naked with your bulging belly and swelling tits."

"I guess you're right," Gwen sighed as she turned back to her food. "So what am I doing instead of gym class?"

"Principle Olson agreed to give you phys ed credit for your karate lessons," Gwen's mother said as she picked up her coffee again. "We also had to tell your karate instructor about your pregnancy and he said that testing for your belt might put too much strain on your pregnancy, but if you're willing to continue a specialized training program then he's willing to sign off on school credit for your lessons."

"Sounds good," Gwen said between bites. "Is there anything else I should know about?"

"No, that should be it," her mother said. "But just remember that we will be pulling you out of regular school at the end of the first semester when your belly get too big to deny your pregnancy and we'll home school you for the rest of the year at that point."

"I remember," Gwen said, suppressing the frustrated sigh that threatened to escape her lips, she'd lost count of the times her parents had already mentioned their plans over the past week. "And I promise to be careful so no one notices how my belly is expanding for as long as I can. But you do realize that some people will notice - right?"

"Yes, we know some people will notice," Gwen's mother said with a sigh, "and your father and I realize that there are some people you'll want to tell your secret to, just promise that you won't tell too many people, ok?"

"I promise," Gwen said as she finished her breakfast and set her silverware down on her empty plate.

"I'll take care of your dishes," Gwen's mother said as her daughter got up from the table and reached for her dirty things, "you better hurry or you'll be late."

"Thanks mom," Gwen said as she grabbed her backpack and headed for the front door.

Gwen had made about a block down the street when she heard a familiar sound and turned to look behind her to see a blur headed her way just before a blast of compressed air hit her body as XLR8 braked to a stop just a few inches in front of her. "Hi Gwen," Ben said as the face plate of his helmet rose up with a soft whine to reveal his green reptilian features. "I thought I'd offer you a lift, that way we'll have a few minutes to talk in private before anyone else gets to school."

"Sounds good to me," Gwen said, giving Ben a wide smile before she climbed up on Ben's back so her belly and tits were flat against her cousin's body as she wrapped her arms and legs securely around his chest and waist.

"Hang on tight Gwen," Ben said, giving his cousin's ass an affectionate pat before he turned to head for school. Even though it was only a few blocks to school Gwen had to close her eyes and mouth against the rush of wind that hit her face. Even sooner than she expected Ben came to a stop and gave her ass another pat to indicate that she should get off his back. Even as Gwen released her arms and legs and dropped to the ground she heard the alarm as the Omnitrex timed out and covered her eyes against the sudden flash of red light as Ben changed back into his human form.

"Perfect timing," Ben said proudly as he turned to look at his red-haired cousin. "What's with the new fashion statement?"

"The idea is to hide my pregnancy for a while," Gwen said. "That's why I'm wearing the bulky sweater, but just for you I'm wearing something special under the sweater. Here, see for yourself."

Ben grinned as Gwen raised her sweater so he could see where her belly bulged through the gap between her white stretch top pants and her light blue shirt. "Is that," Ben said hesitantly, "is that the same shirt?"

"The same shirt I was wearing the first time we fucked and you knocked me up," Gwen confirmed smiling at the look on Ben's face before she dropped the hem of her sweater back down. "Enjoying your handywork?"

"I sure am," Ben said as he stepped closer and put his hand on Gwen's belly so he could feel the slight bulge through her loose clothing. "Oh God Gwen, I've missed you so much."

"What did you miss most? Me or my tight little pussy?" Gwen asked as she put one arm around her cousin's shoulders and put the other hand between his legs to feel the bulge of Ben's erect cock through his pants.

"Both," Ben said as he slid his hand from Gwen's belly to her crotch to rub her cunt through her clothes. "Did you miss me or my cock?"

"You bet your fucken ass I missed you and that beautiful prick of yours," Gwen said as she licked her lips. "Do you have any idea how many times I day I used my dildo during the past week?"

"And do you have any idea how many times I jacked off in the same time?" Ben asked. "But I've been working on something that should give us a place to fuck every day after school."

"That sounds great Ben," Gwen said, "but where are we going to get the privacy to fuck as much as we want to?"

"It'll be easier to show you than tell you," Ben said as he slid his hand under Gwen's sweater to rub the bare skin of her swollen belly. "Meet me behind the bleachers on the north side of the Gym after school and I'll show you where we'll be fucking from now on."

"Sure, I'll meet you there," Gwen said as she slid her hand into Ben's pants to grasp his hard cock, "but I think we could both use a little release right now. If we hurry I think I'll have just enough time to give you a blow-job before anyone else gets here and sees us."

"I love the way you think Gwen," Ben said, grabbing her chin and turning her face so he could give her a quick kiss.

"Oh no," Ben said, grabbing Gwen's wrist as she reached for his belt.

"What's wrong?" Gwen asked as she and Ben pulled their hands back and she turned to see what Ben was staring at.

"Well well, if it isn't Ben Ten-ass-son," the taller of the two boys said as they got close enough for Gwen to recognize the black haired Cash and his plump tag-along partner JT. "Whose your girlfriend Benny boy?"

"Good one Cash," JT said with a snicker as he pushed his glassed up on his nose.

"Shut up JT," Ben, Gwen, and Cash all said together.

"Why are you hanging out with a loser like this when you can have a winner like the Cash-meister?" Cash asked as he turned to Gwen and flexed his muscles. "I'm sure you heard about how I saved the president at the Little League world series this summer.

"Not only did I hear about, I was there," Gwen said as she stepped between Ben and Cash so the bully couldn't see Ben as he fussed with the still charging Omnitrex, she knew her cousin wouldn't be able to do anything until his watch recharged - but she knew he'd be trying to do something with it anyway. "Or don't you remember?"

"I remember," Cash said, his face turning red as he looked at Gwen.

"Good, than you know that I know the truth about what happened that day," Gwen said as Cash's face grew even redder. "And just so you know, Ben isn't my boyfriend, he's my cousin. And no one talks about Ben like that but me."

Cash glanced at JT and seemed to come to a decision as he turned to glare at Gwen. "I'll do whatever I want," he snarled, "and there's no way a girl is going to stop me."

"This girl is," Gwen said, taking a defensive stance as Cash closed the gap between them. As Cash approached Ben tried to push Gwen aside to face the bully but Gwen pushed him back. "I can handle this Ben," Gwen whispered as she forced him back.

When he was close enough Cash balled his fist and threw a punch at Gwen's face. Gwen dodged the blow and caught the taller boys wrist. Before Cash realized what had happened Gwen yanked on his arm and pulled the boy forward from his already off balance position. As Cash stumbled forward Gwen brought her knee up and planted it firmly in his stomach so his breath escaped from his gaping mouth with a whoosh. Gwen let go of Cash's arm and watched as he slumped to the ground gasping for breath.

"How dare you do that to Cash," JT muttered as he glared at Gwen. "I'm not going to let you get away with it." As JT rushed forward, blind to everything except getting his hands on Gwen to make her pay for embarrassing his friend she stepped back from Cash's groaning body and pulled her spell book out from the sleeve of her sweater and flipped to a spell she'd marked earlier. Just as JT skirted around Cash's prone body Gwen uttered the words of her spell in the odd echoing tones her voice always had when she was using her magic. As she finished the spell Gwen gestured toward JT's legs and there was a sudden rush of wind and the plump boy tripped like he'd hit a wall and fell flat on his face next to his friend.

"Nice one Gwen," Ben said as he stood next to his cousin and looked down at Cash and JT's prone bodies.

"I thought so," Gwen said, giving Ben a quick grin.

"What is going on here?" a new voice asked as a stern faced woman appeared from around the corner of the school building. The woman adjusted her sever suit jacket as she approached the four of them and stopped next to Cash and JT as the two of them scrambled to their feet. "I hope I don't have to call any of you to my office, there's nothing I hate more than disciplining students on the first day of school."

"Nothing like that Principle Olson," Gwen said innocently as she shifted her position so Ben was behind her as she spoke. "Cash here was just rushing over to see us when he tripped and fell. JT was so close behind him that he couldn't stop before he tripped over Cash's body and fell right next to him."

"Is this true?" Principle Olson asked as she turned to glare at the two boys brushing themselves off.

"No way," JT started to say before Cash hit him in the stomach with his elbow before he could get any further.

"Everything happened just the way she described it, ma'am," Cash said with a constant nod of his head.

"Really?" Principal Olson said with a suspicious tone to her voice. "I was warned about the two of you so you can be sure that I'm keeping an eye on you boys. Is that clear Cash? JT?"

"Yes ma'am," both boys muttered as they gave her a quick nod.

"Well since Gwen spoke up for you I'll let it go this time, but don't let it happen again," Principle Olson said with a dismissive wave of her hand.

"Are you sure you're alright Miss Tennyson?" Principal Olson asked Gwen after Cash and JT were gone.

"Yes ma'am, I'm fine," Gwen said quickly.

"If you say so," Principal Olson said with a frown, "but I want to know if anything happens to you. Is that clear?"

"Yes ma'am," Gwen sighed. "I promise to let you know if anything happens."

"Ok," Principal Olson sighed. "Don't be late for class you two."

"No ma'am," Gwen said as the principal turned to leave.

"Why did you let them off like that Gwen?" Ben asked after the principal was gone.

"I didn't want to," Gwen said with a sigh, "but Principal Olson knows about the baby. If she told my parents what happened they'd could get worried about me and decide to pull me out of school early. Then what would happen to our after-school fuck sessions?"

"Good point," Ben said. "But how did you know Cash would go along with your story?"

"It was that, or let the whole school find out that he and JT were beat up by a girl," Gwen said with a quick laugh. "Can you think of anything more embarrassing for Cash?"

"Hell no," Ben said with a quick chuckle. "Too bad we don't have time for that blow-job now. But at least we still have our after-school fuck session. Just remember to meet me behind the bleachers on the north wall of the gym."

"I'll remember," Gwen promised. "Nothings going to keep me away from your cock after waiting a week to get it back in my pussy."

Chapter 6

Gwen threaded her way through the occupied tables in the cafeteria until she reached one of the smaller empty tables. She sat down and looked at the dingy paint on the wall just a few feet away and wondered how long it had been since the school was painted. Grandpa Max had told her and Ben about when the school was first built when their fathers attended it back when it was a high school and she wondered if her father had stared at the same wall back when it had a fresh coat of paint.

"Hi Gwen," a girl said as she stepped up to the other side of the table and set her tray down on the table. "Mind if I join you?"

"Mind it?" Gwen said with a smile as her best friend sat down across from her, "I've been looking forward to seeing you after being away all summer, Jane. What was your summer like?"

"Same old same old," Jane said with a sigh as she looked at her lunch tray. Unlike Gwen Jane wasn't trying to hide her tits with bulky clothes, in fact she barely passed the school's lose dress code the way that it hugged her oversize breasts and left her belly bare to her waist. "How about you? How was that road trip you took with your cousin and grandpa?"

"It was great," Gwen said with a broad smile as she slipped a hand down to her own belly to pat the bulge under her sweater. "Even better than I ever expected."

"Really?" Jane asked as she reached for the salt and almost put her 36C tits in her potatoes and gravy. "What made it so great?"

"Seeing the country," Gwen said hesitantly without taking her eyes off her friend's cleavage, "meeting relatives I didn't know I had, getting to know my cousin and grandpa."

"Come on Gwen, give me more details," Jane said as she looked dejectedly at her food. "What made your summer so great. Come on Gwen, you know you can trust me."

"You make it sound like I have something to hide," Gwen said as she brushed a few crumbs off her bulky sweater.

"I didn't say that," Jane said with a chuckle, "but now that you mention it - You were never one to emphasize your attributes, but you never went out of your way to hide them either. So, what's with the bulky sweater?"

Gwen took a quick nervous look around to make sure that no one was near enough to hear her before she leaned forward to whisper to her friend. "Keep this under your hat for now, but I'm pregnant."

"You're kidding," Jane said as her eyes tracked down her friend's body until they seemed to burn a hole through the material hiding her belly bulge.

"No I'm not," Gwen hissed, gesturing for Jane to keep her voice down as she looked around to see if anyone had noticed her friend's outburst.

"Sorry Gwen," Jane said in a softer voice once she was sure no one had noticed her earlier outburst. "Damn, I was sure I'd get pregnant before you, especially since I've been having periods for three years already. But my parents know that along with my early development I gained a sex drive that makes me super horny so they've always made sure I don't have a chance to actually do anything."

"Come on, Jane," Gwen said, "your parents can't keep their eyes on you all the time."

"No they can't," Jane sighed, "but even the guys who seem interested when I first come on to them lose interest as soon as they realize how young I really am."

"Really?" Gwen said, "in that case I may know someone who would be interested."

"Great," Jane said, almost jumping around in her chair with enough energy to make her shoulder length brown hair bounce around wildly. "Who is it? When can I meet him? Is it the guy who knocked you up?"

"Shh," Gwen hissed as she looked around the room again, this time she could see a couple heads turned their way and she looked away before they realized that she'd noticed. "Keep it down Jane. Look, why don't we finish our lunches and then go for a walk, somewhere where we can talk without attracting attention."

"Sounds good to me," Jane said happily as she rushed to finish her food as quickly as she could. "Hurry up, Gwen. I have a lot of questions to ask you as soon as you finish your lunch."

"Right," Gwen said as she rushed to catch up with her friend. The truth was she was looking forward to telling someone about her and Ben and she was sure she could trust Jane with the truth. Besides, she'd told Ben about Jane earlier in the summer and she was pretty sure her cousin would enjoy fucking the brunet as much as the other girl would enjoy the chance to finally lose her virginity. In fact - unless she was totally missing the point - it sounded like her friend might even want Ben to knock her up too.

Once they finished their meals and bused their trays the two girls left the cafeteria and headed outside. Gwen couldn't help but notice that several of the boys watched Jane with a dreamy look on their faces while just as many girls watched her with undisguised hatred on their faces. Without saying anything the two of them headed toward the football field where they found a couple seats in the bleachers where no one could overhear them and they could see anyone before they came close enough to overhear their conversation.

"Ok Gwen," Jane said even as they were sitting down on the bleachers, "give it up, who knocked you up? And don't tell me you were raped, I know you're too good at karate to let someone get the drop on you, at least not long enough that they can have their way with you before you recover from your original surprise."

"I told Grandpa Max no one would believe that story," Gwen sighed. "I'm still trying to figure out how my parents bought it."

"Stop beating around the bush, Gwen," Jane said impatiently. "Who's the daddy?"

"My cousin Ben," Gwen admitted after a quick glance around to make sure no one was close enough to hear them. "The first time we fucked was an accident, but we enjoyed it so much that we started fucking a least once a day after that."

"Gwen," Jane said with a frown, "how do you end up fucking someone by accident?"

Gwen hesitated before answering this time, she couldn't tell her friend about Ben and his aliens - that wasn't her secret to give out to just anyone - but she did trust Jane enough to tell her about her magic. "Here's how," Gwen said as she pulled her spell book out of it's hiding place in her sweater sleeve. "I learned real magic over the summer and I flubbed a spell I was casting when Ben and I were the only ones in the RV."

"Are you joking?" Jane asked as she gaped at her friend. "No, I can see that you're telling me the truth. What kind of spell did you cast to get that kind of reaction?"

"I was trying to cast a love spell," Gwen said as she stuffed her spell book back in her sleeve, "one that would make the person I cast it on so enthralled with me that they wouldn't want to hurt me - at least not as long as the spell was in affect. But I made two mistakes with the spell when I cast it, instead of targeting the spell I made it an area of affect, and instead of a love spell I made it a lust spell. Both Ben and I were caught in the spell and by the time it wore off we were no longer virgins and we were both hooked on fucking."

"I wish I had your kind of bad luck," Jane sighed. "Do you think Ben will be interested in fucking me?"

"I think so," Gwen said slowly. "I know I mentioned you to him at least once during the summer because you both have that early puberty thing, but I didn't actually mention your name so you should probably give me a chance to bring it up again before we spring you on him. But I'm sure Ben will be happy to fuck you once I bring it up."

"Just how far along are you anyway," Jane asked. "I can't tell how big you are under that bulky sweater you're wearing."

"About three months," Gwen said as she raised her sweater and shirt up far enough so her friend could see the bulge of her stomach. "Ben knocked me up during my first fertile cycle so I never had a period and it's hard to be sure of the timing, but I started having morning sickness about two weeks after our first fuck. Then I started getting the cravings - both sexual and food - and started noticing the sudden growth spurt in my tits. By the time I realized I really was pregnant our Grandpa Max had put the clues together too."

"Does your grandfather know who knocked you up?" Jane asked as she stared at Gwen's belly.

"He sure does," Gwen said with a chuckle. "He knew something was up as soon as Ben and I started sneaking off to fuck. He put the clues together even faster than I did, but didn't say anything about his suspicions until Ben and I admitted the truth. That's when he joined in the fun and I spent the rest of the summer fucking two or more cocks a day. By the way, don't tell Ben about the or more part, he doesn't know about that yet."

"Do you think that will be a problem?" Jane asked, still staring at Gwen's bare belly.

"Not if he starts fucking you," Gwen said as she watched her friend's hands twitch as she held them at her side. "You can touch it if you want."

"I can?" Jane asked moving her hands to Gwen's exposed belly before her friend could change her mind.

"What I wouldn't give to be in your place," the brunet sighed as she stroked Gwen's pregnant bulge.

"If things work out you will be," Gwen said with a soft moan as her friend's stroking fingers went straight to her tits and cunt so that her nipples popped erect in her bra and her slit turned her panties into s soggy mess.

"Good," Jane said as she slid one of her hands down toward the waist band of Gwen's white pants before the other girl grabbed her wrist to stop her.

"Jane, as much as I'd like to do it with you," Gwen said with a slight blush, "we are a little exposed out here. If we do anything here we'll be spotted for sure."

"I guess you're right," Jane said with a sigh as she removed her hands and Gwen pulled her shirt and sweater back in place. "So when and where can we do something?"

"I'm suppose to meet Ben after school," Gwen said after a slight hesitation. "From what he was saying this morning I got the impression that he found someplace for us to fuck. In that case I'm sure he'd be willing to share the secret with you and all three of us can use the secret room or whatever it is that he's found. It would probably be best if we planned to meet before school tomorrow morning. Do you still have the same cell number? In that case I'll give you a call after I meet with Ben and we can plan a time and place for our meeting."

"In that case I'll look forward to tomorrow morning," Jane said with a broad smile, "because I can't wait to lose my fuckin cherry."

"I'll do what I can," Gwen promised, "but you do know that most of what you want depends on Ben and how far he's willing to go with you. By the way Jane, I keep wondering, if your parents are so strict with you, how is it that you're able to wear such revealing clothes to school?"

"I don't," Jane said with a self-conscious shrug. "When I leave home in the morning and get back in the afternoon I'm wearing the most conservative clothes I can find in my closet. But when I get to school I pull out the slutiest clothes I can hide in my backpack or locker a slip into the nearest restroom so I can slide into them for the rest of the school day. Of course if things work out I may be wearing something as bulky as your sweater before the end of the school year."

"I hope you get your wish then," Gwen said as she cocked her head to listen to the first bell. "We better hurry or we'll be late for class. I'll call you later and see you in the morning."

"Ben, where are you," Gwen hissed angrily as she back and forth in the area between the north wall of the gym and the bleachers. She could hear several other students playing basketball on the other side of the folded benches so she tried to keep her voice down even as she tried to find her cousin.

"Pst, up here Gwen," Ben's distorted voice came from above her and see looked up to see Greymatter's yellow eyes peering down at her. "Hold on, I'll be right down."

Gwen watched as Ben's miniature alien body crawled out from the slats of the folded bleachers and he used the suction cups on his small hands and feet to crawl down until he could look at her eye to eye. "What are you doing Ben?" Gwen asked as she put her hands on her hips and leaned forward to glare at her cousin.

"Just putting the final touches on the security system for our meeting place," Ben said as he hopped onto Gwen's shoulder and pulled the neck of her sweater and t-shirt out so he could slip into them. "Just follow my directions and we'll have all the privacy we need to fuck in no time."

"Ok then," Gwen said slowly as Ben settled himself under her shirt so he stood on her belly and held onto her tits for balance, "where do I go?"

"Just walk straight ahead until you get to the narrow hall about the middle of the wall," Ben said in his odd Greymatter voice.

"So how did you find this place anyway, Ben?" Gwen said as she followed the narrow gap between the wall and the folded bleachers. "And how do you know we're going to have privacy?"

"I'm surprised, Gwen," Ben said happily as he pushed his cousin's bra up so he could reach her nipples. "You're the geek of the family, you should have figured out about this room before I did."

"Stop gloating and tell me about the room," Gwen with a groan of pleasure as Ben squeezed her left nipple with one hand and sucked on the other one.

"You remember what Grandpa Max told us about this school?" Ben asked. "Especially what he told us about the gym and the bleachers?"

"He told us it was originally the high school for the district," Gwen said thoughtfully as she spotted the narrow hall Ben had told her about just ahead. "It was suppose to be pretty high tech for its time. I think he said the bleachers for the gym were motorized so they could be extended and retracted automatically."

"That's right," Ben said as he continued to play with Gwen's tits at the same time that he massaged her swollen belly with his feet. "But the schools budget didn't include any money for maintenance or upgrades on the equipment so after a few years the whole system just died and the school decided it would cost too much repair the equipment and just left it to rot away. While, it took me a while but I managed to find the old control room for the bleachers. When I found it it looked like no one had been there for several years so I cleaned it out and refurnished it so we'd have a nice place to fuck. After that I set up a security system so make sure that we'd be able to keep the place all to ourselves even if someone did remember the room was there."

"What is this incredible security system you created," Gwen asked as she slipped into the short tunnel and made her way down it as Ben continued to play with her tits while he massaged her swollen belly with his feet. "And where did you get the parts to make it?"

"The security system is just a magnetic lock hooked up to combination genetic scanner and key pad," Ben said, taking his mouth off Gwen's nipple so he could talk. "I salvaged all the parts from the control rooms old equipment - well, Greymatter salvaged and built the lock, scanner, and keypad."

"Is this the keypad you're referring to?" Gwen asked when she reached the door at the end of the short corridor.

"That's it," Ben said, turning his head to look.

"So what's the code?" Gwen asked as her finger hovered over the numeric keypad.

"It's our birth date," Ben said. "Easy to remember, but with the genetic scanner only you and I can use it."

"So what happens when you're in alien form?" Gwen asked as she punched in the proper code so the door beeped and then popped open.

"The scanner is actually tied into the Omnitrix, so whatever form I'm in the scanner recognizes it," Ben said as Gwen pulled the door open and stepped into the small room beyond it.

As much as she hated to admit it Gwen was impressed with what she found in the former control room. Even though the room was small there was more than enough room for the queen size mattress on the floor as well as a couple cushioned chairs.

"Looks nice Ben," Gwen admitted with a rueful grin, "but do we really need a queen size mattress if it's just the two of us fucking?"

"Well I did have a couple other people in mind," Ben said as he gave Gwen's left tit an extra hard squeeze to make her nipple pop out even further in his grasp.

"Really?" Gwen said with a smile as she looked down at the strange pupils of Greymatter's yellow eyes. "And just who did you have in mind?"

Before Ben could answer the Omnitrix started giving off its countdown signal and Ben jumped off Gwen's swollen belly to slide out the bottom of his cousin's sweater and shirt (pausing just long enough to give her pregnant stomach a quick kiss). As soon as he hit the floor Ben stepped away from his Gwen's feet and then changed back into his human form in the usual flash of red light. When Gwen could see again Ben was standing before her in his favorite t-shirt and brown slacks.

"So, who else did you have in mind Ben?" Gwen asked again as Ben looked down at his feet as he shifted them around nervously.

"Well, there's grandpa of course," Ben said. "After all, he's been fucking you for most of the summer and it doesn't seem fair to cut him off now - especially since he bought the mattress and helped me get it here."

"That makes sense," Gwen admitted with a grin as Ben continued to look down at his feet. "But I think you have someone else in mind too - don't you?"

"Yeah I do," Ben said finally looking up from his feet to see how Gwen was going to react as he continued. "I've been thinking about that friend you told me about earlier in the summer. The girl you said developed puberty early - like me."

"I do remember mentioning something about Jane during the summer," Gwen teased, grinning at the hopeful look on Ben's face as she spoke.

"Jane?" Ben said in surprise, "Jane the slut?"

"You take that back Ben Tennyson," Gwen snapped at her cousin.

"But that's what everyone calls her," Ben whined as he backed away from Gwen's angry glare. "I mean the way she dresses and acts - and I've heard that she's begged more than one guy to fuck her."

"But no one has fucked her yet," Gwen pointed out as her face shifted from a glare to a grin. "So she isn't a slut - at least not yet. I talked to Jane at lunch today and I can tell you that she's horny as hell and jealous of me because I'm already pregnant and she hasn't even lost her cherry yet. Ben, I told her about you and me and she wants to fuck you as much as you want to fuck her."

"Really," Ben asked with a grin that almost swallowed his face. Gwen could see the bulge in his brown pants as he thought about fucking her friend. "Are you sure Jane wants me to fuck her?"

"I'm sure," Gwen said with a nod, "in fact, she would have been here right now if I'd known how much you wanted to fuck her. "But I didn't know. Besides, if she was here I'd have to share your cock with her, and after going a week without a single fuck I'm too horny to share you."

"I was wondering when we'd get down to business," Ben said with a big grin as he pulled his shirt off over his head. "If we're going to fuck shouldn't you be getting out of your clothes?"

"I will," Gwen said with a mischievous smile, "I just wanted to wait until I had your attention before I took off my sweater."

"Well you have my attention now geek," Ben said with a broad grin of his own, "so why don't you show me what's under that sweater?"

"Just this," Gwen said, lifting her sweater over her head while keeping her t-shirt in place where it clung to the bulge of her belly.

Gwen grinned at the glazed look on Ben's face as he looked at her and his cock grew between his legs until it stuck straight out like an iron rod. "Is that," Ben said as he reached out to touch his cousin's stomach just under the hem where her bulge made a gap between her shirt and her pants.

"Your handy-work?" Gwen teased as she reached out to run her fingers along the length of Ben's cock. "It sure is, dweeb."

"I know that," Ben said with a big grin as he ran his hands under her shirt to caress her stomach. "I was wondering about the shirt. Is that the same shirt you were wearing the day we . . ."

"Fucked for the first time," Gwen finished as she knelt down to lick her cousin's hard shaft. "It sure is. I won't be able to wear it much longer the way my belly is growing with our baby, but I thought it would be safe enough to wear it under my bulky sweater, and I thought you'd like to see it one more time before I put it away until after the baby's born."

"I like it," Ben said as he grabbed the hem and lifted the blue on blue shirt up over Gwen's head as she raised her arms so he could do it. "But I like seeing you with it off even more."

"Good," Gwen said as she got to her feet removing her bra as she stood and then sliding her pants and panties down to the floor. She kicked her shoes off as she made her way to the mattress and dropped onto the queen size pad naked except for her socks. "Fuck me Ben," the redhead begged as scooted back on the mattress and opened her legs and arms for her cousin as he followed her. "It's been a week since we fucked Ben," Gwen said as Ben stroked her slit with his fingers and tickled her erect clit. "I want your cock in me, and I want it now. I want to feel your cum shooting in my pussy and I want to dream about all the babies we're going to make together."

"I love the way you think Gwen," Ben said as he crawled up his cousin's body until the head of his cock rubbed against her sopping pussy lips. It's been a week for me too, and I'm so fucking horny I can't wait to get my cock into your geeky little body. Is it just me or is your pussy hair getting thicker?"

"I can't really see it with my belly in the way," Gwen said with a gasp as Ben sucked on her tits and rolled his tongue over her nipples, sending a jolt of sexual energy straight to her creaming cunt. "But I think I am getting hairier. I don't know if it's because I'm at the age when my pubic hair starts growing like this, or if it's because of all the hormones running through my body with the pregnancy."

"I don't care why it's growing," Ben said as he ran his fingers through the stiff curly hairs between Gween's thighs, "I like it."

"Good," Gwen groaned as Ben shifted his hips a little more and pushed the head of his cock between her pussy lips. "Oh God," she muttered as Ben slid into her fuck tunnel, "I've missed this so much. I don't want to go this long without fucking ever again."

"Neither do I," Ben grunted as his cock bottomed out against Gwen's cervix and his cousin's fingernails bit into his back as she held him tight and locked her legs behind his quivering ass. "I want to fuck you forever."

"We can dream can't we," Gwen moaned as Ben slid in and out of her pussy, twisting his hips the way Grandpa Max had taught him to give her as much pleasure as he could. That was one thing she loved about her dweeby cousin, he always tried to give her as much pleasure as possible, of course the fact that he got as much pleasure out of fucking as she did didn't hurt either. She could already feel the pressure building up in her belly, just behind where the baby was pushing her stomach out to meet Ben's stomach as her cousin bounced up and down on her pregnant body.

"I'm going to cum Gwen," Ben said through gritted teeth as he tried to hold back his orgasm until she had hers. "Your cunt feels so good I can't hold it."

"Just a little longer Ben," Gwen begged as she felt her own orgasm building in her cunt, "I'm almost there."

"I'm trying," Ben grunted as he tried to slow his pace as his cum filled balls bounced off his cousin's ass and her slit quivered around his shaft. "I can't do it, Gwen, "I'm cumming."

"So am I, Ben," Gwen screamed as her cunt spasmed and held his spraying cock deep in her body exploded with pleasure.

"Oh God Ben," Gwen said as the two cousin's lay naked on the mattress, "I think that was the best fuck we had since . . ."

"Since the first time we fucked," Ben finished with a blissful grin on his face as he reached over to tickle Gwen's tits. "If I wasn't too horny to do it I'd suggest waiting a week between fucks more often."

"You're right," Gwen said, "I don't think I could take going that long without a fuck again. It felt so good fucking again after going so long without your cock in my cunt, but I'd rather fuck every day than once a week."

"You got that right," Ben said with a chuckle.

"So Ben," Gwen said with a groan as she got to her feet and started looking for her clothes, "do you think you can be here early tomorrow?"

"Sure," Ben said with a shrug as he got up from the mattress and started hunting for his own clothes, he smiled to himself when he glanced at his cousin and saw his cum running down her thighs as she pulled her panties on. "But what's so important about tomorrow morning?"

"I told Jane that if you were interested in fucking her than we'd meet here at school in the morning. "You are interested in popping her cherry and knocking her up like you did me, right?"

"Well yeah," Ben said with another smile as he thought about slamming his six inch cock into the brunette as she begged him to knock her up. "The only thing I'd like better is if I fucked you too."

"If you're up to two fucks in a row than we'll do it," Gwen said with a shiver of pleasure. "In fact if you're up to two fucks than why don't we do it before and after school."

"Sounds like a challenge," Ben said with a pleased grin as his head popped up through the neck hole of his shirt. "And I never turn down a challenge."

"Good," Gwen said as she settled her sweater over her stomach to hide her bulge. "By the way, can you give me a ride home?"

"Sure thing," Ben said as he glanced down at the green face of the Omnitrix, "the watch is all charged up and ready to go so here comes the XLR8 express."

Chapter 7

"Stay down," Gwen hissed at Ben as her cousin knelt behind the trash bin. "We can't let Jane see you before you change back.

"I know that," Ben said with the lizard-like hiss of his XLR8 form, "but why do I have to hide when she isn't even here yet."

"Because we don't know when she's going to get here," Gwen pointed out as she brushed her bulky sweatshirt into place and glanced around the school grounds. "I already told her about my magic but it might be a bit much to spring the whole alien switcheroo thing with her right now. If Jane comes around the corner and sees me standing next to XLR8 - or if she turns the corner just as you're changing into your own form."

"I guess you're right," Ben sighed, "but you know she's going to figure it out sooner or later."

"I know," Gwen muttered, "and she may not be happy with us when she does figure it out, but for now I think it would be best if we kept the watch to ourselves."

"Ok," Ben said as the Omnitrix started to beep. "Looks like we don't have to worry about it after all."

"That's what you think," Gwen said as she watched Jane come around the corner of the building just as Ben changed in a flash of red light.

"Hi Gwen," Jane called as soon as she was close enough to be sure that it was Gwen waiting for her outside the gym entrance with the brown haired boy standing next to her.

"Hi Jane," Gwen called with a wave as the brunette approached them. "This is my cousin Ben Tennyson, Ben this is Jane Martin, my best friend since first grade."

"Hi Jane," Ben said with his eyes focused on the bulge of her tits under her modest sweater. "I've been looking forward to meeting you."

"Really?" Jane asked as her own eyes drifted down to the lump in Ben's green pants. "And how long have you been looking forward to meeting me?"

"Ever since Gwen told me that you had early puberty just like me," Ben said with a self-conscious grin. "And how long have you looked forward to meeting me?"

"Since yesterday when Gwen told me that you were the one who popped her cherry and knocked her up," Jane said with a grin of her own. "If you're like me than you've been horny ever since your early puberty set in, right?"

"Yeah," Ben said as he gave Gwen a sheepish grin, "but I didn't want to tell Gwen about that."

"It isn't like it would have made any difference, dweeb," Gwen snapped. "After I cast that lust spell it didn't matter how horny you were before I cast it, because I was at least as horny as you by then. I don't think either of us could have stopped what happened after that - even if we wanted to."

"And I can see that neither of you wanted to stop once you got started," Jane said with a chuckle as she shifted her gaze from Ben's bulge to the one under Gwen's sweater.

"Hell no," Ben said as he slid his arm around his cousin's waist so that he could rub her pregnant belly under her bulky green sweater.

"Me either," Gwen said as she patted Ben's hand, "after our first fuck I don't think I could have stopped for anything - I didn't want to stop."

"And I can't wait to start," Jane pointed out. "So where is this special room Gwen was telling me about?"

"It's just off the gym," Ben said. "Before we head in I think Gwen should cast her invisibility spell so no one will see us as we enter the school."

"Oh good," Jane said as she watched Gwen pull her spell book out of her sleeve. "This means I get to see Gwen use her magic. So when do I get to watch you change into one of your alien heroes Ben?"

"What," Ben asked with a weak laugh as he gave Gwen a quick look. "What alien heroes are you talking about?"

"Do you really think I'm just a set of big tits and a horny cunt?" Jane asked with a disappointed voice. "After Gwen told me about her magic powers I went on-line last night to see what I could find out about what she was doing during the summer. I found a few references to Luck Girl as well as several others about a young red-headed girl casting magic spells. Every time you and your magic came up Ben and one or more of her heroes came up as well. The two of you weren't really that careful with your 'secret' identities - in fact the two of you and your grandfather even appeared in several pictures after Ben saved the day as one of his alien heroes."

"Yeah I guess we weren't that careful with our powers and aliens," Gwen said with a sheepish grin. "Do you think anyone else has figured it out yet?"

"Gwen, why are you worried about normal people like Jane figuring out our identities?" Ben asked with a thoughtful frown. "Most of our enemies already know who we are so I don't think it matters if other people know too, but I'm not ready to make a general announcement yet."

"I guess you're right," Gwen said thoughtfully. "But I need a lot of practice with my magic before I'll be ready to make a general announcement, and you'll need practice with your aliens too."

"Right," Ben said sarcastically, "you don't need practice when you're a natural."

"A natural disaster," Gwen said with a snort, "but we'll worry about that later."

"We better," Jane huffed with a smile that threatened to turn into a laugh as she watched the cousins bickering. "Because right now all Ben needs to worry about is popping my cherry and doing his best to knock me up."

"Right," Gwen said as she brought her spell book up to read the spell. Jane noticed the way her friend's voice took on a strange echoing quality as she spoke the words from her book and she felt the spell wash over her.

"Is that it?" Jane asked as Gwen slipped her spell book back into her sleeve.

"That's it," Gwen said with a nod, "the three of us are now invisible to everyone else. That means we can slip into the school through the gym entrance and head for our secret room without anyone seeing us."

"Great," Jane said as she slipped past the cousins and reached for the doorknob which refused to turn. "Except that the doors locked."

"No problem," Ben said as he reached into his pocket and pulled out three keys, "Grandpa Max made a copy of the key for me, and I made a copy for both of you last night." After he handed out the two extra keys Ben slipped his into the lock and opened the door wide so Gwen and Jane could walk past him into the dimly lit gym. "Follow me, Jane, you're going to love the room I set up for us."

"Are you sure no one will find it?" Jane asked as she followed the other two behind the bleachers and down the short narrow corridor.

"No way," Ben said before he explained why no one else knew about the room anymore.

"So this control room has been sitting here unknown and unused all these years?" Jane asked as Ben punched the code into the keypad and then gestured for her to enter the room first.

"You got that right," Ben said, "someone must have known about it at one point because I found a lot of trash in here the first time I opened the door, but as I cleaned it out I realized there was nothing newer than five years ago so I don't think anyone's known about it for at least that long."

"Wow," Jane said, taking a quick look around the small room before she crossed to the mattress and let herself drop down on it so that her ass bounced up suggestively. "This is even better than I expected. You know, I could keep my school clothes in here and change into them every morning - and then change back into my regular clothes before heading home in the afternoon. Even if my parents find a way to search my locker they'll never know what I'm doing."

"That's fine by me," Ben said as he looked at Gwen who nodded her own accent.

"Of course that means that I'll be naked in this room twice a day," Jane pointed out, "can you think of anything else we can do while I'm not wearing any clothes?"

"I can think of something," Ben said with a crooked grin as he watched Jane get to her feet and start to remove the conservative blouse and skirt that she'd worn from home.

"The two of you obviously have plans for right now," Gwen said as she watched Ben start to strip out of his own clothes as Jane let her bra fall to the floor so her oversize tits bounced free. "But I hope you don't mind if I watch."

"I don't mind," Ben said as he pushed his underwear down over his already erect cock.

"Neither do I," Jane said as she sat back down on the edge of the mattress and removed her socks. "In fact I think I like the idea of you watching while I lose my cherry and try to get knocked up."

"So do I," Ben said as he sat down next to Jane and removed his own socks. "Besides, we have enough time for me to fuck both of you before we have to worry about getting dressed and heading for class. But I can't do that if you leave Gwen."

"Then it's settled," Gwen said as she removed her own clothes and looked around for a comfortable place to sit down before she opened her book bag and pulled out her vibrator.

"Nice dildo," Jane said as she looked at the pink plastic shaft in Gwen's hand.

"That's one of the vibrators grandpa bought for you isn't it?" Ben asked as he took his eyes but not his fingers off Jane's naked tits.

"It sure is," Gwen said as she opened her thighs and guided the head of the vibrator to her clit by feel since she couldn't see her pussy past her pregnant belly. "I didn't want to take a chance with my favorite dildo - just in case someone caught us and searched my bag before I had a chance to hide it here in the room."

"That's not a problem," Ben said with a grin before he stuck his tongue out to lick Jane's erect nipples. "I can modify this vibrator just like I modified the other one. I can sneak back here during lunch and modify it as Greymatter so it'll be ready for you by last bell today."

"Sounds good to me," Gwen sighed as she ran the vibrator along her slit and erect clit. As he watched her Ben couldn't help but notice that the hair around his cousin's pussy had grown thicker since the first time he saw her naked and he wondered if that was because of her pregnancy or if it was natural.

"Can I use your dildo," Jane asked as she watched her friend slide the humming piece of plastic in and out of her drooling cunt. "I always wanted a dildo but I was afraid my parents would find it in my room even if I did manage to buy one."

"Sure you can use it," Gwen said with a low moan of pleasure as slid her vibrator in and out of her pussy, making sure that the plastic shaft slid across her clit with every thrust. "In fact I thought I'd keep this little toy here in our private fuck room so we can use it any time we want."

"Sounds like a fun way to spend my lunch time," Jane said with a grin.

"If you think this looks like fun," Gwen moaned as she slid her dildo in and out of her slimy cunt, "just wait until Greymatter modifies this baby. But right now don't you guys have something better to do than watch me?"

"We sure do," Ben said as he tore his eyes away from Gwen to look at Jane as he pinched her nipples. "Are you sure you're ready for this Jane?"

"Ready, willing, and anxious to get rid of my damn cherry," Jane said with a grin even larger than Ben's as she grabbed one of his hands and shifted it down to her fur covered crotch. As soon as his hand reached Jane's twat Ben started tickling the brunette's slit and clit until his fingers were coated with enough pussy juice that he could slide one between her cunt lips.

"Damn," Jane moaned as she closed her eyes in pleasure, "I don't know what feels better, my cunt or my tits."

"This is nothing," Ben said as he bent forward to give Jane a tongue filled kiss, "just wait until I pop your cherry and fill your pussy full of baby juice."

"You know just how to turn a horny girl on Ben," Jane said as she pulled her mouth away from Ben's and reached down to run her fingers along his erect cock so it jumped in anticipation. "By the way Ben, did anyone ever tell you that girls with early puberty can be extra fertile?"

"No," Ben said slowly, "is that something I should know about?"

"Maybe," Jane said thoughtfully, "since it could mean that I could have more than one baby growing in my belly after today. You know, Ben, if boys with early puberty are extra fertile that could explain how you managed to knock Gwen up so fast."

"I never thought about that," Gwen said with a gasp as she slammed the vibrator in and out of her drooling pussy. "That really could explain how I got knocked up so easily."

"If you got knocked up so easily because of Ben's extra powerful sperm," Jane purred as Ben tickled her brown furred pussy and clit, "then I'll be knocked up for sure."

"Only if I actually fuck you," Ben pointed out as he took his fingers out of Jane's cunt and licked them clean with a sigh of appreciation at the taste of her juices as he shifted his other hand from Jane's tits to her twat. Ben felt Jane's body shiver under his touch and he heard the girl gasp as her slit spasmed against his probing fingers.

Ben waited for the brunette to catch her breath and then gave her a wide smile as he asked, "Are you ready to lose your cherry?"

"Ready, willing, and impatient to get knocked up," Jane said as she shifted around on the mattress and opened her legs in invitation. "Now crawl in here and put that baby maker to work Ben."

"You don't have to tell me twice," Ben said as he crawled between Jane's open thighs and placed the head of his cock against the girl's virgin pussy lips. He slid the tip up and down the girl's slit and tickled her erect clit before he hesitated at the mouth of her fuck tunnel. "This is going to hurt."

"I know," Jane said through gritted teeth, "but I've been planing this for years. I'm ready, now do it."

Without another word Ben forced the head of his prick between Jane's pussy lips and started working the shaft into her cunt. His cock was half-way into Jane's fuck hole when the head met the resistance of the girl's hymen. He looked up to see Jane close her brown eyes in anticipation of what was about to happen. With a deep breath Ben slammed his hips forward and smashed his cock through Jane's cherry and all the way to the end of her fuck tunnel in one quick thrust.

"Are you alright, Jane," Ben asked as he held his cock steady in the depths of the girl's cunt so that her cervix tickled the slit at the tip of his shaft.

"I'm fine," Jane gasped as her chest heaved, "just give me a minute to catch my breath and then we can start working on our baby."

"Wow," Gwen said as she continued to slam her dildo into her dripping cunt. "Now I understand why you always got so horny when you'd watch Grandpa Max and me fucking." She said as she brushed her red hair back out of her eyes before she shifted it down to pat her swollen belly.

"If you think it's hot to watch us," Jane said as she grinned at her friend, "you have no idea how horny I'm getting watching you with that vibrator and pregnant belly. I can't wait until my belly's as big as yours."

"In that case," Ben said as he pulled his cock out of Jane's pussy until only the head was in the girl's fuck tunnel, "I better get busy if I want to give you that big belly you want so much."

"Oh yeah," Jane hissed as Ben slammed his cock deep into her pussy. "Fuck me Ben, fuck me and knock me up with your baby."

"Now that's a demand I'll be happy to do," Ben grunted as he slammed his shaft into Jane's cunt with enough force to make his balls bounce off her tight ass with every thrust. He could feel his nuts pulsing and knew it wouldn't be too long before he was shooting his load deep in Jane's fertile pussy. Jane's fuck hole was starting to pulse around his shaft too and from the way the girl under him was squealing for breath every time their pubic hair meshed together.

Ben leaned forward to kiss Jane's large bouncing tits and managed to suck one of her nipples into his mouth. He bit down on the swollen nubbin in his mouth with just enough pressure to send a charge of sexual energy running down Jane's spine to her cock stuffed cunt. With a scream of pleasure Jane caught Ben in her arms and legs and held him tight as her pussy squeezed Ben's cock so hard that it sent him over the edge at the same time.

"I'm cumming," Ben and Jane screamed together. Ben felt his balls clamp down hard as he shot wad after wad of sperm into the girl's hungry womb.

"Great show you two," Gwen said as Ben and Jane lay side by side and tried to catch their breaths. "Is it my turn now?"

"You bet," Ben said weakly as he rolled over on his belly and then got to his hands and knees. Gwen could see that her cousin's cock was still erect in spite of his recent orgasm. "Do you want to come over here? Or should I come to you?"

"Actually I had something special in mind," Gwen said with a grin.

"And what's that dweeb?" Ben asked suspiciously.

"I've been thinking doofus," Gwen said as she shifted her weight around and opened her legs wide so Ben had a good look at her drooling pussy, "that I haven't fucked any of your aliens lately. And since Jane wanted to see one this would be a good time to use that funky watch of yours."

"I like it," Ben said as he started twisting the ring of the omnitrix to cycle through the alien silhouettes. "Who do you want to fuck Gwen? Fourarms? Heatblast? XLR8?"

"Actually I was thinking of an alien that Jane and I could both enjoy," Gwen said, giving her friend a smile as she continued. "Change into Ditto and make enough copies of yourself to keep both of us happy."

"Now that's a great idea," Ben said as he set the omnitrix to the proper alien and slapped the plunger. In seconds Ben was gone, replaced by the small duplicating alien who quickly split into multiple copies of himself.

As several of the short aliens hopped off the mattress and rushed over to Gwen the red head said, "Jane, we're pretty sure that Ben's alien forms aren't genetically compatible to get a human pregnant, but just in case you may want to hold off fucking Ben in any of his alien forms until you're sure that you have his baby growing in your belly."

"I guess you're right," Jane groaned as two of the Dittos started playing with her tits. She looked down to see another Ditto kissing her flat belly while two more crawled between her thighs - one to lick her slit while the other one sucked on her blood filled clit.

"This is great," Jane moaned as she felt her body crawling toward another orgasm, "I didn't think I'd more than one guy this soon."

"That's nothing," the Ditto kissing her belly said as he lifted his head from her stomach to speak. "Whatever one of us feels we all feel. So I get the taste of your pussy at the same time that I feel my cock slamming in and out of Gwen's cunt and ass."

"Cunt and ass?" Jane said as she glanced over at her friend. She could see Ben's redheaded cousin up on her hands and knees as one Ditto fucked her cunt, another one fucked her ass, two more sucked on her swollen breasts, and one more kissed her pregnant belly possessively.

Gwen was obviously enjoying herself as much as the Ditto's because she was screaming encouragement as her cousin fucked her in several places at once. As Jane watched one of the Ditto's playing with Gwen's tits formed another copy of himself. The new Ditto ran up to Gwen's face and slid his cock into the redhead's open mouth. "That looks like fun," Jane said as she watched Gwen sucking Ditto's prick, "can I have one to suck?"

"You bet," a Ditto said in his high pitched voice. "Open your mouth and let me stick this baby in it." Jane didn't say another word, she just opened her mouth and sucked Ditto's erect prick into her mouth and down her throat as she ran her tongue along the base of the shaft and she felt all the Ditto's shiver with pleasure.

Gwen glanced over at the mattress and saw her friend shiver with pleasure as the multiple Ditto's sucked, teased, and fucked various parts of her body all at once. She could feel her own pleasure building toward a new orgasm as Ben fucked her cunt, pussy, and mouth at the same time that he sucked her swollen tits and belly. As Ditto Ben's cock wasn't as large as it was in his human form, but it was close and he had one in her ass and another in her cunt at the same time. Even as the sexual energy started to build in her belly Gwen felt Ditto's cocks start to pulse in her mouth and holes and she knew it wouldn't be long before Ben was shooting his alien spunk all over her body.

Ditto's cock pulsed one more time in Gwen's holes and his balls clenched, shooting several wads of alien cum all over her body as well as in her mouth, ass, and cunt. The taste and feel of her cousin's juice was enough to send Gwen over the edge and her whole body shook with the new orgasm that ran through her body. As she came down from her orgasm Gwen turned to give Jane another smile, the sight of her friend's large tits covered with Ben's alien cum was enough to send another small orgasm running through her body until she felt her baby shivering in her swollen belly.

"Was that the bell?" Jane asked as she lifted her head weakly from the mattress.

"Not yet," said as she checked her watch, "but we don't have that much time left. We better clean up and get dressed before we're late."

"Are you sure we can't just spend the day here all day and fuck ourselves silly?" Jane asked as she ran a finger through the cum coating her tits and sucked it clean.

"Sounds good to me," Ben said as the omnitrix started beeping down the time.

"Me too," Gwen said as she rubbed Ben's cum into her belly, "but people are going to get suspicious if all three of us miss school. So we better get ready and head for class. But I'll meet the two of you here afterward, ready and willing for another fuck session."

"You bet," Ben said as he picked up his clothes and started getting dressed.

"Just be sure you're ready to fill my cunt with another load of cum Ben," Jane said as she grabbed her school bag and pulled out the change of clothes she'd planned to wear that day. "I feel good about your first load of cum but I'd like another just to be sure."

"And make sure you have a load of cum for me too, dweeb," Gwen said as she started getting dressed.

"Will do, geek," Ben said as he finished getting dressed. "Make sure you leave your dildo where I can find it and I'll come back during lunch to modify it like I promised. I have some ideas I think you'll like."

"I'm sure I will," Gwen said with a smile as she settled her bulky sweater in place over her pregnant belly. "Just make sure you don't break it while you're working on it." Gwen looked back as she reached for the door handle and noticed the look that passed between Jane and Ben. She wondered if the two of them were making plans to meet for another fuck session during lunch, she felt a little jealous at the thought, but then realized that she probably should give them as much time as they wanted so that Ben would have a better chance to knock up her friend as soon as possible.

"I'll see you two this afternoon then," Gwen promised with a grin before she opened the door and left the two of them to make their plans.

Chapter 8

"Ben how could you say something like that," Gwen snapped at her cousin loud enough for Jane to hear her through door to their secret room. A second later the door opened and the two cousins walked through the door together.

"All I said was that you look bigger every time I see you," Ben said as he watched his red-headed cousin nervously.

"Exactly," Gwen said as she closed the door, "do you have any idea how fat that makes me feel?"

"That isn't what I meant," Ben sighed.

"And what did you mean?" Gwen asked as she placed her fists on her hips and glared at her shorter brown haired cousin, her swollen belly and tits bouncing under her bulky clothes with her angry breathing.

"I meant," Ben said, trying to find the words to express what he was thinking. "The more bigger your belly gets because of our baby - the hornier I get and the more I want to fuck you."

"Oh," Gwen said with a startled shake of her head as she let her arms drop down to her sides, "that's almost romantic. It's definitely sexy enough to make me horny."

"Good," Ben said with a relieved grin, "does that mean we can fuck?"

"Of course," Gwen said as she reached for the hem of her sweater and then hesitated when she finally realized that neither of them had turned on the lights when they entered the room.

"Hi guys," Jane called from the chair where she sat next to the old control console. "I've been waiting for you."

"I guess so," Gwen said as she watched her friend fish a baby dill out of the jar on the console and then dip it into her strawberry yogurt before she took a bite of the pickle. "You guys want some? I was hungry so I stopped at the party store on the way in and they just happened to have what I had a taste for."

"I think," Gwen said with a grin as she watched her friend dip another pickle into her yogurt before she slid it into her mouth and munched it down, "the word you're looking for is craving. As in, what you had a craving for."

"Really?" Jane asked as she looked at her yogurt covered pickle before she put it in her mouth and took a big bite.

"I'm sure," Gwen said with a grin as she turned to Ben, "remember when the cravings hit me?"

"I sure do," Ben said with a shake of his head, "sauerkraut and strawberry ice cream. That was also the day you had me change into Horndog so I could find out if you were pregnant."

"That's right," Gwen said thoughtfully. "You know, that might not be such a bad idea for right now."

"Sure," Ben said as he raised his watch to show the two girls the red face of the omnitrix, "but it's going to be a few minutes before the watch recharges."

"Say," Gwen said as she turned to Jane, "didn't I give you a home pregnancy test last week?"

"You sure did," Jane said as she held the stick from the test up so the other two could see the positive result. "This morning I was a week late for my period and I had an upset stomach - I didn't actually get sick but my stomach was really upset so I decided to use the test. The weird thing was that the test gave me the result in just two minutes instead of the five minutes it says it's suppose to take."

"That's strange," Gwen said, "I wonder if that's important."

"I don't know," Ben said with a shrug, "but maybe we'll know in a few minutes when I change into Horndog and check things out. But until then I want to fuck."

"Me too," Gwen said as she reached for the hem of her sweater.

"I'll pass for now," Jane said as she dipped another pickle into her yogurt, "right now I'm too hungry to think about fucking even if I know how much I'll love it once we get started."

"Ok," Ben said as he stripped out of his own clothes and tossed them into the corner, "as long as we can fuck later I don't care - just as long as I have someone to fuck."

"And you do you dufiss," Gwen said as she dropped to the mattress and rolled over on her back. "Give me a hand with my panties Ben, I'm having some trouble reaching them right now."

"And you'll have a lot more trouble bending down before the baby is born," Ben said as he grasped the elastic of Gwen's underwear and pulled them down past her ankles. "And I'm going to enjoy watching every swollen inch."

"I'm glad someone is," Gwen said as she wrapped her hand around Ben's semi-erect prick and stroked it to life. "I'm only halfway through this pregnancy and I'm already wondering how long it will be before I can see my feet again. But as long as I can feel your cock in my tight little cunt I don't really care how big my belly gets."

"Good," Ben said as he cupped Gwen's left tit and squeezed it as he eased her back on the mattress, "because I plan to fuck you no matter how big your belly gets."

Gwen moaned in pleasure as Ben massaged her growing tits and opened her legs as her brown haired cousin crawled between her spread thighs until the tip of his cock kissed her tight wet pussy lips. "Fuck me Ben Tennyson Gwen groaned as she forced her pussy down further on Ben's shaft as he inched his way forward until his prick was buried deep in her pregnant belly. "Fuck me Ben," Gwen ordered as she wrapped her arms and legs around her lover and rubbed her swollen stomach against Ben's hard belly as her sparse red cunt hairs meshed with the brown ones around the base of Ben's prick.

"I love fucking your big belly, Gwen," Ben said as he slammed in and out of the girl's eleven year old slit.

"Do you love fucking me as much as you love fucking Jane," Gwen asked as Ben bent down to lick her tits and suck on her nipples until they popped erect between his teeth.

"That's not fair Gwen," Ben said, running his tongue across his cousin's erect nipples. "I love fucking both of you, it's like asking me if I like hot dogs more than I like hamburgers."

"You're such an idiot sometimes Ben," Gwen sighed with both pleasure and exasperation as Ben's pistoning cock drove her toward her orgasm. "When a girl asks something like that she's looking for something sexy or romantic, she doesn't want to be compared to a hot dog or a hamburger."

"I'll remember that," Ben promised with a mischievous smile as his balls bounced off Gwen's ass and his stomach bounced off her belly bulge. "But you have to remember, I do love hot dogs and hamburgers, but not as much as I love fucking you and Jane."

"Good," Gwen gasped as she felt her orgasm growing just behind her baby as Ben's shaft stroked across her clit with every thrust. She could feel Ben's cock pulsing in her fuck tunnel and she knew it wouldn't be much longer before her cousin was shooting her full of the same baby juice that had knocked up both her and Jane. Even as she felt her orgasm growing in her belly she felt Ben pick up her pace and she heard him grunting as his swollen balls bounced off her ass with more and more force. "Fuck me Ben," Gwen screamed, "fill me with your cum, Ben, give our baby a cum bath."

"Here it comes, Gwen," Ben screamed as he slammed his shaft into his cousin's body with enough force to shove her a couple inches toward the head of the mattress as her fuck tunnel tried to squeeze every drop of baby juice out of his spasming cock.

As the first wad of cum hit her cervix Gwen crushed Ben in her grip as her own orgasm slammed through her body and her muscles cramped tight as pleasure shot from her toes to her head and then back again. "I'm cumming Ben," Gwen screamed so loud she was sure her voice would echo through the empty school in spite of Ben's soundproofing.

"Oh God," Gwen gasped as Ben rolled off her with a groan. "I think that was the best orgasm you ever gave me."

"It sure looked good from here," Jane moaned as she took her fingers out of her snatch and licked them clean. "Just watching the two of you fuck got me so horny I forgot how hungry I was. When will you be ready for me, Ben?"

"Give me a minute," Ben said as he raised his arm and focused on the green face of the recharged Omnitrix. "Then I'll change into Horndog and check out our baby. If the smell of two hot, horny, pregnant girls doesn't turn me on as Horndog nothing will."

"Sounds good to me," Jane said as she massaged one of her large tits with one hand while the other one went back to tickle her clit.

"I wish I could help," Gwen sighed from where she still lay on her back, "but that last orgasm was so intense I don't know if I can even move over enough to make room for you."

"No problem," Ben said as he sat up on the edge of the mattress with a grunt. "There's a new position I've been dying to try out - and we need the chair for this one instead of the mattress."

"What do you have in mind, Ben?" both girls asked at the same time.

"You'll see," Ben said with a crooked grin as he twisted the face of his watch until he saw the silhouette of Horndog. "By the way, I've been thinking of changing Horndog's name. With all those hyper-senses of his he could come in real handy on some of my cases, but Horndog just doesn't sound like a good public name for him."

"You've got that right, doofus," Gwen muttered loud enough for Ben and Jane to hear her.

"In private we can keep calling him Horndog," Ben continued like he hadn't heard his red-haired cousin, "but his public name is going to be Sensoray. What do you think?"

"Better than some of the names you've come up with for your aliens," Gwen said with a shrug.

"While I like it," Jane said, "but I like Horndog better - even if it's just our private name for him. So, are you going to change now and take a look at my baby?"

"Sure thing," Ben said, standing up from the mattress and then slapping his palm down on the plunger of the Omnitrix. Gwen and Jane shaded their eyes from the flash of green light and when they could look again Ben was gone and Horndog was standing in his place.

"Get up from the chair so I can sit down," Ben told Jane in Horndog's purring baritone as he stepped over to the stool and offered her a hand as she got up from the seat.

As Jane got up from the chair to make room for Ben Gwen couldn't help but notice that his prick was already hard. "I can already smell your pregnancy," Ben purred as he sent an ultrasonic pulse through the pads of his hand and watched Jane shiver at his touch.

"We already knew she was pregnant Ben," Gwen pointed out. "She showed us the result of her home pregnancy test - remember?"

"I remember," Ben said as he steadied Jane with one hand on hip as he turned her around so she was facing Gwen on the mattress before she backed up between his spread legs. Ben wasn't sure if it was the vibrations from the hand on her hips or the light tap of his hard cock against her back that sent another shiver through the brunette's body but either way he was pleased to realize that he was the one causing the reaction. "But Horndog's senses are even more accurate than those home pregnancy tests."

"Now Jane, I'm going to lift you up and set you in my lap," Ben told the naked girl standing between his legs. "That means your feet are going to be off the floor, but you trust me, right?"

"Of course I trust you Ben," Jane said as another shiver ran through her body. She didn't know how it was possible but Ben hadn't even touched her sexually yet and she could already feel her body approaching an orgasm. Before she could say anything more Ben placed both of his hands on her hips and lifted her off the floor with an ease that told her just how strong his current alien form was. Then he was lowering her slowly into his lap. At first Jane wasn't sure why Ben was lowering her so slowly, then she felt the head of his cock touch the outer lips of her pussy and she knew what her lover had in mind. Without being told Jane spread her legs slightly and reached between them to guide Ben's larger than usual prick between her cunt lips and into her fuck tunnel as he lowered her the rest of the way to his lap.

"Oh God," Gwen moaned from the mattress, somehow she'd found the energy to grab a dildo and she was ramming the plastic cock in and out of her red furred cunt. "Do you guys have any idea how hot that looks?"

"Not nearly as hot as actually fucking this way," Jane gasped as her body shuddered through it's first orgasm with Ben's alien cock buried in her belly and Ben's vibrating hands sending pulses of pleasure through every inch of her body.

"I'm glad you like it," Ben chuckled, "now let's get a look at that baby in your belly." Ben placed one hand on top of Jane's stomach and the other one on her left side and closed his eyes to concentrate on the signals he was receiving. After a few seconds he shifted his hands to get another view of Jane's womb and Gwen noticed the shocked frown on his face as he did it.

"Ben," Gwen asked as she watched her cousin's face, "is something wrong with Jane's baby?"

"Yeah Ben," Jane asked, catching the concern in her friend's voice in spite of the mind numbing haze that made it hard to concentrate as her body built up toward it's second orgasm. "Is something wrong with my baby?"

"The only problem," Ben said in a shocked voice, "is that you're using the wrong term. You shouldn't be saying baby, you should be saying babies."

"Plural," Gwen gasped as she shoved her vibrator in and out of her spasmming cunt.

"I thought I was joking when I said you could be knocking me up with more than one baby," Jane said dully as her body continued to approach it's second orgasm while her mind considered what Ben was saying. "How many babies Ben?"

"Just two that I can see," Ben said as Jane's pussy squeezed his shaft hard as her body went rigid with her second orgasm. "I don't think there's more than that."

"Two is enough," Jane sighed as her body relaxed a little after her orgasm, even as she spoke she could feel the sexual energy starting to build in her belly again and grinned at the thought of having a third or even forth orgasm before she and Ben finished fucking.

"I guess that explains why your home pregnancy test gave you such a quick result," Gwen said as she pushed her vibrator deep in her pussy and left it there for a few seconds.

"Maybe," Jane said cautiously. "You know what this means don't you Gwen?"

"No, what?"

"No more sexy outfits for me," Jane said with an unhappy sigh, "with twins my belly's going to start growing so fast that it'll probably catch up with yours by Christmas."

"No more sexy outfits," Ben moaned as he moved one hand down to Jane's hip and the other one up to her tits as he started to move his prick in and out of her drooling slit. "You can't be serious Jane, do you have any idea how much your clothes inspire me through the day?"

"You don't need my clothes to inspire you Ben," Jane pointed out as she tossed her hair back so that Ben had to jerk his head out of the way when it almost hit him in his multi-faceted eyes. "You get to see me in all my naked beauty, and if that doesn't inspire you I don't know what will."

"It inspires me alright," Ben purred as Jane leaned back into his chest so she could feel the vibrations running through her back. "You wouldn't have two babies growing in your belly if I wasn't inspired."

"He's got you there," Gwen laughed as she took her vibrator from her cunt and ran it across her erect clit with a sigh of pleasure.

"I think he's got both of us, Gwen," Jane pointed out to her friend.

"I sure did," Ben said as he felt Jane's cunt clamp tight around his cock with it's third orgasm and it was enough to set off his own orgasm as he buried his shaft as deep as it would go in Jane's fuck tunnel as he let his load go with a gasp of pleasure as he shot his load deep in the pregnant girl's belly.

"Well Gwen," Jane said as the two girls lay naked of the mattress as Ben sat in the chair and caught his breath now that he was back in his human form. "I think you're right about Horndog."

"What do you mean?" Gwen asked as she pushed herself into a sitting position and reached for her clothes. It was getting late and she knew she'd have to get dressed soon if she was going to make it to class on time.

"Well," Jane said as she reached for her own clothes and started slipping her panties on over her legs (she'd already decided to keep the clothes she'd walked to school in, the sooner she started the better she thought. "Horndog managed to give me three orgasms - two of them before we even started fucking - but the way he did it was almost mechanical. There was no passion in what he was doing, it was all technique. I now realize how much I prefer fucking Ben in his human form because I can tell that he's enjoying the fuck as much as I am."

"It does make a difference," Gwen agreed as she got up from the mattress and pulled her stretch pants up so they settled over her belly bulge before she reached for her oversize shirt. "Hey Ben, you better get dressed before you're late for class."

"What's wrong with him?" Jane asked as she watched Ben slide out of the chair and walk over to his own clothes in a daze.

"I think he's still in shock about the twins," Gwen said with a grin. "You should have seen him when he found out I was pregnant."

"If he's in shock than what about me?" Jane asked as she placed a hand on her exposed belly and gave it a wry grin before she slid her shirt on. "I came in here this morning knowing that I was pregnant, but I never expected to find out that I was carrying twins. I'm still waiting for the idea to sink in."

"It will," Gwen said as she patted her friend's belly. "You'll get use to the idea faster than you expect. Just look at me, I thought I was too young to get pregnant when Ben and I started fucking, but I got use to it."

"I guess you did," Jane said giving Gwen a quick smile and a pat on her growing belly. "So, I'll see you guys here this afternoon?"

"You bet," Gwen said as she shouldered her school bag. "I can't wait to try that sit down fuck like you and Ben had - that was so hot."

"I sure was," Jane said with a blissful smile. "I think that even in his human form Ben could give me two orgasms in that position, but it is kind of hard on the legs since they don't touch the floor while you're fucking."

"I'll remember that," Gwen said as she headed for the door. She gave Ben a quick swat on the ass as she walked past him. "Congratulations daddy," she said as Ben finished pulling his pants up, "this time you were actually trying."

"Thanks," Ben muttered as the door closed behind the two girls.

Chapter 9

"Where's Ben?" Jane asked as she watched Gwen's red furred slit chew on the vibrator she slid in and out of her friend's drooling pussy. She shifted her body slightly so her swollen belly wasn't on top of Gwen's as the other girl slid another dildo in and out of her wet cunt at the same time.

"I don't know," Gwen said with a sigh of pleasure as her stretched belly rippled against Jane's swollen belly. "I saw him at lunch and he seemed real nervous about something, but it's not like he'd miss one of our fuck sessions - especially today since it's the last day before Thanksgiving break."

"You've got that right," Jane said with a quick chuckle that ended in a gasp as her pussy clenched around the vibrator in her fuck tunnel so she could feel every curve and bulge of the fake prick as the mini orgasm shot through her spine. "After today it'll be a week before he can fuck either of us - he'd better be here, I don't think I can face a week without his cum coating my pussy."

"Me either," Gwen said with a shudder as her back arched with a mini orgasm of its own. "At least I'll see him on Thursday, if we time things right we'll probably be able to sneak off somewhere for a quick fuck. Maybe Grandpa Max will be able to sneak off with us - I haven't had two real cocks in me since this summer."

"Yes you have," Jane said as she caught her breath and then started sliding the plastic vibrator in and out of her friend's cunt with renewed vigor as Gwen did the same to her. "Every time Ben turns into Ditto we get fucked by two or more cocks at once."

"It's just not the same," Gwen said in frustration as she twisted the dildo in Jane's slit with every thrust. "You'll know what I mean when you have two different cocks in you at the same time."

"Like that will ever happen to me," Jane said with a snort that turned into a groan of pleasure as Gwen twisted the dildo in her friend's cunt so that it rubbed across her clit as it slid into her pussy.

"It could happen," Gwen said with a sigh as Jane tried the same trick with the dildo she was sliding in and out of her red furred slit. "Are your parents still trying to get your grandmother to take you in for the rest of your pregnancy?"

"They are," Jane said with a sigh of exasperation instead of pleasure. "They've finally given up the idea of forcing me to get an abortion, but now their trying to find a way to hide me away until the babies are born. I have no idea what they plan to do after the babies are born, they probably think they can talk me into giving them up for adoption - but I can tell you now there's no way they're ever going to talk me into giving up my babies."

"Good for you," Gwen told her friend.

"But what does that have to do with when or how soon I'll have two cocks in me at the same time?" Jane asked.

"Well," Gwen said slowly, carefully thinking through every word before she spoke. "I didn't mention any names but I told my parents about a friend who was pregnant and how her parents were so hard on her about it. Mom and dad didn't think I was looking but I noticed the way they exchanged this look and then they asked if my friend might want to stay with us."

"I think I might like that," Jane said thoughtfully. "How soon do you think it would happen if my parents agreed?"

"Thanksgiving is too early," Gwen said as she stuck the vibrator all the way in Jane's slit and then stuck her tongue out tickle the brunette's erect clit before she continued. "We could probably do it by Christmas."

"That sounds good," Jane said as her body quivered with the approach of another orgasm. She could feel Gwen's body quivering with her own approaching orgasm. "And you think I'll have a chance to get two cock's in me while I'm staying at your place?"

"I can't guarantee it," Gwen said as her breath started coming in gasps, "but Ben and Grandpa Max will both be visiting during Christmas. If you want I'm sure we can talk them into fucking you at the same time."

"I think I'd like that too," Jane said as her hips met every thrust of the dildo in Gwen's hand as she felt her new orgasm spreading from her cunt to roll over her swollen belly and through the rest of her body.

"Good," Gwen said as her own body shuddered through an orgasm when she felt Jane's body arch against hers. "I'll talk to my parents tonight, you have no idea how good they are at talking other people into doing things there way. If I know my parents you'll be living in my room by the time we get back to school."

"That would be great," Jane said with a groan as her body shivered after her newest orgasm. In spite of the fact that she and Gwen had just had their second orgasms of the afternoon she continued to slide the dildo in and out of her red-haired friend with just as much enthusiasm as her friend put into the vibrator she was sliding in and out of her pussy.

Both girls turned to look at the door when they heard it open and both of them gasped in surprise when they saw a strange girl walking into their private fuck room. Without even thinking about it Gwen uttered a spell and a wind caught up their clothes and sent them through the air to drop on the mattress where they could grab them and pull them across their naked bodies. But even as she draped her clothes over her exposed tits and pussy Gwen realized that the girl standing in the doorway with her mouth agape had already seen more than enough.

"It's true," the girl said as she looked from Gwen to Jane and then back again, her fine black hair forming a wavering aura behind her brown skin and beautiful features.

"Hi Gwen, Hi Jane," Ben said as he ducked under the girls arm and squeezed his way through the door.

"Benjamin Tennyson," Gwen said angrily as she tossed her clothes aside and got to her feet to face her brown haired cousin. "What is going on here?"

"That's what I want to know," Jane said as she got to her feet next to Gwen.

"Sorry about this," Ben said in obvious embarrassment as he scratched the back of his neck. "This is Keesha Summers, my Biology lab partner."

"You're taking Biology?" Gwen asked.

"Yeah," Keesha said defensively. "I'm not really that big on math and science so I put it off until now. That's why Ben and I ended up as lab partners because most of the students are in seventh grade and knew each other well enough to choose their lab partners ahead of time. Ben and I were the odd ones out so we ended up together."

"That explains why you're taking Biology, Keesha, but I was wondering about Ben," Gwen explained.

"Funny story," Ben said, "back at the beginning of the semester I couldn't decide what classes I wanted to take so I opened the course book, closed my eyes, and signed up for the class my finger hit."

"That sounds like you, Ben," Jane said with a quick laugh, "but now I want to know why you brought your lab partner here to our little hidey-hole."

"That was kinda my idea," Keesha said sheepishly. "You see, all semester Ben's been drifting through the class work - just barely getting by. But that changed a couple weeks ago when we got to the human reproductive system. Suddenly he was doing all the homework and getting perfect marks on everything. When I asked him how he knew so much about human reproduction he did his best to avoid the question but I kept pushing until earlier today he said he'd tell me, but only if I agreed to let him fuck me - and do it without protection."

"Ben you didn't," Gwen said, trying to decide if she should glare at her cousin or laugh.

"I never thought she'd agree," Ben said with a shrug. "And once she did I couldn't back out on the deal. So I told her about the two of you and about the room."

"And I didn't believe him," Keesha said, "so I told him I wouldn't let him fuck me until he proved everything by bringing me here so I could see for myself."

"Really?" Jane asked as she looked the older girl over thoughtfully.

"What do you mean?" Keesha asked nervously.

"If you thought Ben was lying," Jane said with a mischievous smile, "then why did you take your bra off before you came here."

"You're right Jane," Gwen said as she stepped back to look the new girl over, "I can see her nipples through her blouse and I couldn't do that if she was wearing a bra. Not only that I don't see any panty lines under her pants. Can you?"

"Not a one," Jane said with a chuckle, "in fact I can see her slit through her pants."

"You're right," Ben said as he slipped behind Keesha and slid one hand under the girl's blouse to fondle her bare tit while the other hand slipped into the front of her pants to rub along her wet cunt. Gwen and Jane noticed that in spite of her surprise Keesha didn't even try to get away from Ben's invading hands - in fact she let out a sigh of pleasure as he pinched her dark nipples into full erection as he slipped a finger into her drooling slit.

"I bet you had this planed all along," Gwen said as she grabbed Keesha's shirt and pulled it up over her head so they could all see her naked tits as Ben played with her nipples.

"What do you mean?"Keesha asked with a nervous laugh.

"Don't play innocent with me Keesha," Gwen said as she reached out to play with the older girl's other tit. "You came her planing to fuck Ben if he was telling the truth or not."

"I think you're right Gwen," Jane said as she shoved Keesha's pants down to expose the girl's dripping slit. "Either you knew Ben was telling the truth, or you were planing to fuck him even if he was lying about us."

"Is that true Keesha?" Ben asked as he wiggled a finger in Keesha's tight virgin cunt.

"Yes," Keesha said with a sigh of pleasure as she stepped out of the pants bunched around her ankles. "I'm sick and tired of being a virgin, and Ben's the only boy I know who even talks about fucking me. I figured that it was worth taking a chance with him, I decided it was worth taking a chance, and if Ben started to chicken out I'd just take off my shirt and pants to show him how serious I was about fucking him."

"Keesha," Ben said as he guided the dark skinned girl to the mattress without taking his left hand off her tit or his right hand away from her moist trembling twat. "All you had to do was tell me how much you wanted to fuck and I'd be more than happy to pop your cherry. Especially if you're actually willing to let me knock you up."

"I think I can deal with that," Keesha said with a smile as she let her hand wander down to trace the bulge of Gwen's swollen belly. "Did Ben knock both of you up at the same time?"

"Not even close," Jane said as Keesha let her other hand wander over to her bulging stomach. "Ben knocked Gwen up back at the beginning of the summer when they were traveling around the country with their grandfather. Ben didn't knock me up until the first week of the semester. The reason I'm so big is because I'm carrying twins."

"So Ben knocked Gwen up first and she's carrying one baby," Keesha said slowly as the other three helped her to lay back on the waiting mattress, "and he knocked you up second and you're carrying two babies. Since I'm the third girl he's going to fuck and knock up do you think I'll end up with three babies?"

"It doesn't work that way Keesha," Gwen pointed out with a soft chuckle as she continued to play with the black girl's tits.

"I know that," Keesha said with a nervous laugh as Jane moved to the other side to play with her other tit as Ben slid between her legs so he could reach her pink juicy slit with his mouth. "I was just trying to break the ice with my little joke."

"I don't know what would be funnier," Jane said, "if your little joke actually happened, or if it didn't happen."

"Now you've got me nervous," Keesha said with a nervous chuckle as Ben ate her cunt and the two girls sucked on her tits. "But the three of you are making me feel so good I don't care."

Ben grinned and forced Keesha's thighs wider as he licked at the juices drooling out of girl's hairy black pussy. He shifted the tip of his tongue from the older girl's slit to her erect clit and teased the nubbin until she started to squirm with the pressure of her approaching orgasm.

"Oh God," Keesha screamed as the pleasure from her tits and her slit joined together and sent an orgasm smashing through her body with enough force to make her gasp as her body jumped up from the mattress.

"I think she liked that," Gwen told Jane as she gave her friend a smile and a wink before she went back to sucking on Keesha's nipple.

"I sure did," Keesha gasped, catching her breath even as her body started building toward a new orgasm.

"Ready to have that cherry popped, Keesha?" Ben asked as he got to his knees and wriggled his way between her thighs until he could rest his six inch cock on the milk chocolate skin of her belly.

"Fuck yes," Keesha said with a broad grin as she tried to look past where Gwen and Jane were sucking on her tits. She'd always been proud of the size of her breasts until she'd stepped into the room and realized that Jane's tits were even larger than hers. At least she was still bigger than Gwen, but she wondered how long before the younger girl's tits enlarged with her pregnancy and filled with milk.

"If you're sure you're ready," Ben said as he took hold of his cock and backed away from the older girl until he could place the tip of his prick against her drooling slit. "This will hurt for a minute or so," he warned her, "but after that . . ."

"After that you won't be able to get enough of Ben's cock," Gwen said, taking her mouth off Keesha's tit just long enough to speak before she sucked the dark chocolate nipple.

"I'll believe that when it happens," Keesha muttered as Ben slid the head of his cock up and down her pussy lips until her clit was quivering with pleasure.

When Ben saw Keesha's stomach start to jump he changed the angle of his prick and aimed it straight for the girl's slit. With a quick thrust Ben managed to slip the head of his cock into Keesha's tight fuck hole before the she realized what he was doing.

"Ouch," Keesha managed to say between her gasps of pleasure as Gwen and Jane continued to suck her nipples enthusiastically. "Was that it? Is my cherry gone now?"

"Not yet," Ben grunted between clenched teeth as Keesha's sucking cunt tried to milk the baby juice out of his balls before he even managed to get his cock all the way in her belly. "You'll know when it happens."

Ben let the head of his cock rest in Keesha's cunt for a few seconds and enjoyed the feel of her slit as it pulsed around his prick. He looked past where Gwen and Jane were playing with the older girl's dark breasts and watched as her features contorted with pleasure. He was sure it wouldn't be much longer before Keesha had another orgasm and he watched her face to see when it started so he could pop her cherry just as her body went over the edge. He eased his cock further into Keesha's slit until the head of his cock came up against her hymen. He saw her head jerk slightly when he reached the barrier protecting her virginity and pulled back a little in preparation.

Keesha's head jerked back and her body arched up from the mattress as she screamed in pleasure. "Say goodbye to your virginity Keesha," Ben said through gritted teeth as he slammed his hips forward with enough force to break through the older girl's cherry and on into her fuck tunnel until he cock was buried deep in her pussy and he felt his balls bounced off her tight ass.

"Oh my God," Keesha screamed as Ben smashed through her hymen. Ben watched the mixture of pain and pleasure that crossed her face. This, Ben realized, was what he loved more than anything else about fucking, the look that crossed a girl's face only once in her life, when she lost her virginity. The only pleasure that came close for Ben was when he knew he was impregnating a girl. Ben hadn't mentioned it to anyone but Keesha wasn't the only girl who'd indicated a desire to loose her virginity. The main reason he'd chosen Keesha to be first was because there was something he sensed in her that told him this was the right time to fuck her. He'd noticed the same feeling when he knocked up Gwen but at the time he didn't know what it meant. When he'd popped Jane's cherry he'd noticed the same feeling of pleasure at the back of his mind and began to suspect there was something to it. And now he felt the same sense of pleasure again and he was sure it meant that he was about to knock Keesha up as well. Maybe the other two girls he was interested in would be ready by the time they got back from Thanksgiving break.

Ben watched as the look of pain faded from Keesha's face and gave her an encouraging smile, "Ready to fuck for real?" he asked.

Keesha swallowed and gave Ben a quick nod, "Do it Ben, fuck me. Fuck me now."

"Oh yeah," Ben groaned as he slid his cock almost all the way out of Keeshas grasping cunt and then back in until he felt the girl's cervix tickling the tip of his prick. He saw the look of pleasure return to Keesha's beautiful dark features as he slid in and out of her drooling pussy and he glanced down to look at the pink mixture of pussy juice and virgin's blood that coated his shaft. As Keesha gurgled in pleasure Ben picked up the pace and shifted his hands from the girl's hips to her belly and he smiled at the thought that his baby would soon be growing in that flat stomach.

"Fuck me Ben," Keesha groaned in pleasure as she lifted her hips off the mattress to meet every thrust as he drove his cock deep into her willing body. "I want you to cum inside me Ben," the girl moaned as her body started quivering with the sexual energy that was building up from everything that was being done to her body, "I want to feel your baby growing inside me. Fuck me Ben, fuck me."

"I am, I will, and you will," Ben said through gritted teeth, determined to give Keesha one more orgasm before he filled her womb with his potent sperm. He could already feel Keesha's Belly cramping under his hands as the sexual energy pulsed through her body and he knew it wouldn't be much longer before her fuck tunnel clamped tight around his invading prick and pushed him over the edge along with her.

"Oh God," Keesha screamed as her body went rigid and her pussy clamped down so hard on Ben's cock that he couldn't move it, "I love fucking."

"So do I Keesha," Ben screamed as his balls clenched tight to shoot wad after wad of cum deep into the girl's belly. "Here you are Keesha, take my cum, take all my cum so our baby can grow in your belly."

Ben saw Keesha's eyes roll back in her sockets until all he could see were the whites. For a second Ben thought they'd pushed Keesha too far too fast but then she uttered a sigh of pleasure and Ben watched her eyes roll back into place and saw her grin at him. "I think you can pull out of me now Ben," she pointed out.

"Right," Ben said with a crooked grin as he pulled his wilted prick out of Keesha's slimy pussy and rolled over to plop back on the mattress with a groan.

Without a word Gwen shifted her attention from Keesha's jiggling tit to her messy crotch. As the red-head shoved her face into the older girl's hairy pussy Jane abandoned her other tit to crawl over to Ben's crotch where she stared licking his soft cock clean.

"So Ben," Keesha said with a sigh, "how long before we can fuck again?"

"It'll be a while," Ben moaned as Jane's mouth started bringing life back to his prick. "I may be ready to fuck again in a few minutes, but it wouldn't be fair for me to fuck you again without giving them a turn."

"I guess you're right," Keesha said with obvious disappointment. "By the way Gwen, how did you make your clothes fly through the air like that when I first entered the room? If I didn't know better I'd say it was magic."

Gwen took her face out of Keesha's juicy crotch and looked up at the knowing smile on the older girl's face and realized that she'd already put things together. "You're lucky girl aren't you?" she asked.

"What if I am?" Gwen asked with a weak grin as she licked the mixture of Keesha's pussy juice and Ben's cum from her lips.

"Then that would mean that Ben is all those alien heroes I've been seeing in the news," Keesha said with another smile as she stretched and put her hands behind her head.

"What if I am?" Ben asked with a nervous laugh.

"Then I'd like to see you change into one of your heroes," Keesha said.

"She already knows about us, Ben," Gwen said with a sigh. "I don't think it will hurt to give her a demonstration."

"I have to agree with Gwen on this one Ben," Jane said as she pulled her mouth off his cock and licked her lips clean.

"I guess you're right," Ben sighed as he started dialing through the alien silhouettes on the green face of the omnitrix until he reached Four Arms and slapped his hand down on the plunger. He felt the energy of the omnitrix rushing through his body and he felt his body shift into it's alien form.

"Stupid watch," Ben said when he realized the omnitrix had changed him into Grey Matter instead of Four Arms.

"What happened?" Keesha asked as she looked down at the grey skinned alien.

"Sometimes the omnitrix has a mind of its own," Ben said as he got to his feet and paced around on the mattress. "Instead of changing me into the alien I want it changes me into a different one. And this is one of those times. Oh well, may as well put my big brain to work. Hand me one of those dildos you guys were using earlier Gwen."

"What are you going to do with that?"Keesha said as Gwen handed Grey Matter one of the vibrators.

"I'm going to modify it," Ben said as he started taking the dildo apart with his nimble fingers.

"You're going to love what he does with it," Gwen told her new friend. "Not only is it almost as good as fucking a real cock, the battery never runs out."

"Sounds like it could be fun," Keesha said with wistful smile. "I wish I could have one."

"I think this one is for you," Gwen said. "Jane and I already have one so I'd have to say this one is for you."

"That's right," Ben said as he finished reassembling the vibrator and held it up for Keesha's inspection. "As a safety precaution the vibrator shuts down for ten minutes after it senses an orgasm. That way you don't lose yourself in the pleasure of one orgasm after another and lose touch with reality. Even with the safety precautions you have to be careful because too much pleasure can become addictive."

"I'll be careful," Keesha said with an appreciative smile as she accepted Ben's gift.

"Good," Ben said as the omnitrix started beeping down the end of his alien transformation. "Now, whose turn is it to get fucked?"

Chapter 10

"But mom," Ben whined as he faced his brown haired mother in the kitchen.

"Don't you 'but' me Benjamin Tennyson," Ben's mother said in a tone that meant business. "Your father and I are going to his company Christmas party tonight and you're just too young to be left home alone. Normally we'd get you a baby sitter but it's too late to get one now so you'll just have to go to your aunt and uncle's house for the night."

"Yes ma'am," Ben said as he turned his eyes toward the floor so his mother wouldn't see the gleam in his eyes as he thought about seeing Gwen.

"Now your aunt and uncle are going to be gone for their own party tonight," Ben's mother continued when Ben didn't say anything more, "but your Grandpa Max will be there so make sure you do everything he tells you, is that clear?"

"Yes ma'am," Ben said as he hid his smile at the thought of seeing Grandpa Max for the first time since Thanksgiving.

"And one more thing," Ben's mother added, "Gwen's friend Jane just moved in because her parents didn't want her staying in their house because of her pregnancy. Now I don't want you teasing Gwen or Jane because of their pregnancies, do I make myself clear."

"Mom I'm not going to tease either of them because of their pregnancies," Ben promised. "I like Jane, and Gwen isn't nearly the geek she was before she got knocked up. I promise I won't tease them, ok?"

"Very well," Ben's mother said as she eyed her eleven year old son suspiciously. "But I expect you to keep that promise."

"I will," Ben said as he got his features under control and looked his mother in the eye as he spoke.

"Ok," Ben's mother said in satisfaction, "now you better head over there right now so you can be there before your aunt and uncle leave for their party."

"But mom, that's what I've was trying to tell you," Ben said. "I need to stop and Keesha's house on the way. She called in sick today and our Biology teacher asked me to drop off her final exam. Since it's on the way I thought I'd drop it off on the way."

"Very well," Ben's mother said with a nod after a seconds thought. "But don't take any longer than you need to to drop off the exam, is that clear."

"Yes mother," Ben said as he grabbed his jacket from the chair he'd thrown it on when he got home a few minutes earlier. "I'll get there as fast as I can."

Ben was out the door and headed down the street before his mother had a chance to say anything else. As soon as he reached the street Ben turned north and headed for Keesha's house, he'd never actually been there but Keesha had told him where she lived and he had a good idea of where to go and her address when he got close enough. A few minutes later Ben found himself licking his lips as the approached the door of the beige house with brown trim that had the street address Keesha had given him.

After ringing the bell Ben waited nervously until he the door opened a couple inches and he saw an eye looking at him through the crack. "Yes?" a voice called through the opening.

"Hi," Ben said to the female voice on the other side of the door, "I'm Keesha's lab partner Ben Tennyson. Since Keesha was out sick today I offered to drop off her final exam."

"So you're Ben," the tall black woman said a few seconds later as she opened the front door wide enough to let Ben enter the house. "Keesha told me about you, but I guess she didn't tell me everything. She had a touch of stomach flu this morning so I made her stay home. I figured nothing important would be happening at school today so it wouldn't hurt to keep her out for today. If you want you can run up to her room and see her for a minute, but only for a minute."

"Thanks," Ben said as he headed to the stairs Keesha's mother pointed out, "I only have a minute because I have to get to my aunt and uncle's place before they leave for their company party."

As Ben rushed up the stairs he took a quick glance back to see what Keesha's mother was doing as he headed for her room. Ben reached the open door leading to Keesha's bedroom and knocked on the doorframe before he entered. "Ben," Keesha said with a broad smile when she saw him walk through her door.

Keesha craned her neck to look past Ben and he gave her a smile of his own as he said, "Don't worry, I saw your mom head for the kitchen after she told me where to find your room."

"Good," Keesha said as she fell back into the pillows supporting her head. "Did she tell you I had a touch of stomach flu this morning?"

"Yes she did," Ben said, "but from the way you're acting I suspect that she hasn't guessed the truth yet."

"You're right," Keesha said with a giggle, "mom walked into the bathroom when I was throwing up in the toilet bowl, but I was able to hide this before she noticed it." Ben glanced at the stick from the pregnancy test and gave the black haired girl a quick smile when he saw the plus sign in the small window. "And before you ask it took the full time for the response to show up so I don't think I'll find myself in Jane's situation. Just a single baby growing in my belly."

"In that case I guess I have even more good news for you, " Ben said as he handed over her Biology exam.

"A B+?" Keesha said in shock as she looked at the mark on the first page, "how did you do?"

"I got an A-, " Ben said with an embarrassed grin, "that gave me a B- for the semester and it gave you a straight B."

"How did you end up with a higher grade than I did on the final exam?" Keesha asked with a shake of her head. "You struggled through the whole semester."

"Right up until the end," Ben said with a nod, "but once I got interested in the subject I threw everything I had into improving my grade during the last marking period. Now I can't wait to learn more - especially about genetics."

"Good," Keesha said, "I guess that means we can be lab partners next semester too then?"

"You've got that right," Ben said. "Sorry to trade good news and run but I have to get to Gwen's, our Grandpa Max is babysitting us while our parents attend their company Christmas parties. Since Jane's staying at the house now it could be a very interesting night."

"I wish I could join you," Keesha sighed, "but even if mom didn't think I was sick she'd never let me go. You go ahead and enjoy your little party, and feel free to let Jane and Gwen know the good news."

"I will," Ben said as he turned to leave.

"And Ben," she called before the younger boy had a chance to leave, "how are Angie, Sue, and Tracy doing?"

"How did you know about them?" Ben asked in surprise as he turned back to look at the smiling Keesha.

"Sue's an old friend of mine," Keesha explained, "and you didn't exactly hide things between the three of them. So, how are they doing?"

"Tracy's a week late and Sue's a day late," Ben said with a frown, "but it's too early to be sure if they're pregnant. I only popped Angie's cherry last week but it was her most fertile time so I think there's a good chance that she caught too, but it's just too early to know."

"It may be early," Keesha said with a smile, "but I think congratulations will be in order where you and those three girls are concerned. Don't worry, I won't tell anyone about your three new conquests, but try to keep your libido under control, ok?"

"I'll try," Ben said as he thought about the two girls he was planing to fuck after Christmas break. "Say Keesha, what are your parents going to say when they find out you're pregnant?"

"Well, there's only my mom," Keesha said as she chewed her bottom lip thoughtfully, "and I don't think she's going to give me too much trouble when she finds out about the baby, or didn't you notice that she's only 26? By the time the baby is born I'll be a year older than mom was when I was born so she can't have that much to say about it."

"I'm glad to hear that," Ben said with a relieved sigh. "And now I really need to get moving - in fact I think I better change into XLR8 if I'm going to get to Gwen's before I'm really late."

"Ok, see you at the usual place and time in two weeks?"

"You bet," Ben said with a broad grin, "I can't wait."

As Ben said goodbye to Keesha's mother at the door he took a closer look at her and realized that she really was in her mid-twenties, he also sensed that the woman was in the middle of her fertile cycle. Ben forced himself to ignore what his senses were telling him about Keesha's mother and thanked her as she closed the door behind him. As he walked down the street toward his aunt and uncles house Ben looked around to make sure the street was empty before he raised the Omnitrix and dialed up XLR8's outline before he hit the plunger. Seconds later Ben was speeding along in his lizard like form, his green and black afterimage fading behind him even as he came to a stop just outside Gwen's home. Since the Omnitrix hadn't timed out yet Ben took a few laps around the block until he saw his watch flashing red and came to a stop at the end of sidewalk just as it timed out.

"I'll get it," Gwen called as she trotted to the front door.

"Gwen," her mother called as poked her head around the corner, "you're still in your robe. Don't answer the door to a stranger dressed like that."

"It's just Ben," Gwen said as she peered through the spyhole in the door. "He's seen me in a lot less than my robe."

"What?" Gwen's mother said, her mouth gaping in surprise.

"Mother," Gwen said unlocked the door. "We did go swimming during the summer you know."

"That's true," Gwen's mother said with a relieved sigh as she returned to the other room. "Just as long as he doesn't see you in anything less than you bathing suit."

The last sentence was said soft enough that Gwen was able to ignore it as she opened the door to Ben's smiling face. "Hi Ben," Gwen said as she took a quick glance around to make sure no one else could see them. Once she was sure Gwen opened the front of her robe so Ben could see what she was wearing under it as she continued, "mom and dad are just getting ready to leave."

"Gwen," Ben hissed as he looked at the familiar blue on blue t-shirt the redhead was wearing, "is that?"

"The same shirt I was wearing when you popped my cherry and knocked me up," Gwen confirmed with a quick nod as she rubbed her swollen belly where the too small shirt left it bare. "I thought you'd like seeing it again - and it looks like I was right."

As Ben struggled to get his erection under control Gwen wrapped her robe back around her body and tied the belt around her pregnant belly. "The four of us are going to have so much fun after my parents leave," Gwen whispered to her cousin as she led him into the room where her parents were getting ready to leave.

"Thanks for letting me stay here while you're off to your party Uncle Jim, Aunt Karen," Ben said politely as he held his aunt's jacket so she could slide her arms into the sleeves.

"Well it was the least we could do since we already borrowed your Grandpa Max to babysit Gwen and Jane," Uncle Jim said as he pulled his keys from his pocket and swirled them around on his finger. "Speaking of your grandfather, he should be here any minute. We expect the three of you to be on your best behavior both before and after he arrives, is that clear?"

"Yes sir," Ben, Gwen, and Jane responded quickly, doing their best to hide the smiles that threatened to cross their faces.

"Your grandfather is picking up dinner on his way here so you should have plenty to eat," Aunt Karen said as she fastened her coat.

"Oh no," Ben and Gwen groaned together.

"Don't worry," Karen said with a short laugh, "he's just grabbing a couple pizzas, we don't expect you to eat any of the health food he enjoys so much."

"Thanks mom," Gwen said with a relieved sigh.

"Yeah, thanks Mrs. Tennyson," Jane said with a sigh of her own as she patted the swollen belly under her oversize shirt. "I wasn't looking forward to experimenting with a grub casserole or anything like that. Ben and Gwen told me about some of the meals they had with their grandfather during their road trip."

"Well you don't have to worry about that tonight," Uncle Jim said. "It's just two large pizzas with everything and a side order of bread sticks. We'll see you when we get back, but don't expect us until late. Ben, are you staying for the night or are your parents going to pick you up after their party?"

"That hasn't been decided yet," Ben said as he swung his backpack off his shoulder, but just in case I brought something to wear to bed, and a change of clothes for the morning."

"Good enough," Uncle Jim said as he flipped his keys up one more time and snatched them out of the air. "We'll see you later then."

Ben let out a sigh as the door closed and locked behind Gwen's parents and turned to give the two girls a broad smile. "I was beginning to think those two would never leave. So, what are our plans for the night?"

"First we wait for Grandpa Max to get here with dinner," Gwen said as if she were reciting a schedule to a child, "then we have dinner, then we fuck like bunnies."

"Do we have to wait for grandpa?" Ben grumbled, "I'm ready to fuck now - especially after getting the news from Keesha."

"You saw Keesha?" Jane asked excitedly. "I knew she was sick today and that's why she didn't show up for our fuck sessions, but how is she?"

"Pregnant," Ben said with a self-satisfied grin. "Her mother walked in on her while she was having a bout of morning sickness and assumed she had the stomach flu, but she managed to hide the pregnancy test and showed me the result when I stopped on the way here. But I'm ready to fuck, and it looks like Gwen is with that old shirt she has on under her robe."

"Ben, it wouldn't be fair to start before Grandpa Max gets here," Gwen pointed out. "Besides, my pregnant pussy may be hungry for your cock, but stomach is even hungrier for that pizza grandpa's bringing."

"I have to agree with Gwen," Jane said with a shake of her brown hair when Ben turned to her for support. "I'm hungry, and I think I should have a chance to know your grandpa a little better before I end up fucking him."

"Ok," Ben groaned, "I know when I'm outnumbered. But I expect the two of you to fuck like crazy after we finish eating."

"I don't think that will be a problem, Ben," Gwen said with a broad grin.

All three of them turned when they heard the front door open and Gwen tugged at the belt of her robe to make sure it was tight around her engorged belly as Grandpa Max opened the door and stepped into the living room with two large pizza boxes balanced in his free hand as he shut the door behind himself. "Who's ready for dinner," he called as he looked at the three faces turned up to look at his Hawaiian shirt behind the pizzas.

"I am," Gwen said as she jumped forward to take the top box from her grandfather. "Why don't we take the pizzas to the kitchen and eat there? No reason to be formal and eat in the dining room, besides, too many people can see us through the dining room windows."

"That's true," Grandpa Max said as he and the others followed the red-head into the kitchen. "And it sounds like you have an idea for something that we might want a little privacy for."

"Just a little idea," Gwen said with a grin as she set the pizza box down on the table and went to the cupboard for some paper plates and towels. "In case you haven't guised already grandpa, this is our friend Jane. Ben knocked her up with twins our second day in school and now that she's showing her parents don't want her staying in their house so she's staying here with me now."

"And whose idea was that?" Grandpa Max asked as he gave Jane an appreciative look from her bare feet to her already swelling tits before he forced his eyes a little higher to look at the girl's face. "Was it yours or your parents?"

"I suggested it," Gwen said with a grin, "but once I told mom and dad what Jane's parents were doing I didn't have to work on them too hard before they made the offer to take her in until her babies were born. Of course they don't know that Ben is the father - or how we've been spending our evenings since she moved in."

"I see," Max said as he ran his hand across his short grey hair, "and just what have you been doing in the privacy of your room?"

"Let's just say," Jane said with a grin, "that I never knew how good it felt for two pussies to rub together. On top of that we would have spent a fortune replacing batteries in our dildos if Ben hadn't improved them with eternal batteries."

"I wish I could have been there," Grandpa Max sighed.

"Well you will be tonight," Gwen pointed out with a broad grin, "you and Ben both. And to start things out I thought we'd get to know each other a bit better by eating dinner in the nude. What do you think of that idea?"

"I think it sounds great," Max said as he watched Gwen remove her robe and toss it off to the side. Even as Gwen reached for the tight fitting blue on blue t-shirt with the cat face cartoon he reached for the buttons of his Hawaiian shirt and tossed it on top of Gwen's discarded robe and Ben and Jane weren't too far behind them.

As the four naked diners watched each other Ben realized that while his eyes continued to drift toward Gwen and her swollen belly and tits, his grandfather's gaze stayed on Jane's even larger tits as they ate. "So, Jane," Grandpa Max said as he grabbed his third slice of pizza from the box, leaning forward to get a good look at the girl's tits and swollen belly before he sat back in his seat. "Did Ben really put two babies in that belly of yours?"

"He sure did," Jane said with a wide grin as she pushed her brown hair back from her face and set her shoulders back so Max could get an even better look at her breasts. "But now that I've met you I almost wish that I'd waited."

"Really?" Max asked as he puffed his chest out proudly.

"Almost," Jane said with a wink as Ben and Gwen snickered. "Now that I've met you I realize that you have a larger cock than Ben and I realize how much I want to feel it inside me, but I was just too horny to wait for you. And once Ben slid into my pussy and filled it with his cum that was all my body needed to start swelling up. I'm happy to have Ben's babies growing in my belly, but I do look forward to the feel of your cock slamming in and out of my hot cunt."

"Such a hot dirty mouth on such a young girl," Grandpa Max chuckled, "it makes me so hot I want to slide my prick into your slit right now."

"Gwen told me you liked it when she talked dirty," Jane said with a grin, "and that's just the response I was hoping for. And who says we have to wait? My stomach's had enough food for now, and now it's hungry for something else."

"Maybe we should move somewhere where we'll be more comfortable," Max said as he slid his chair back from the table and reached a hand out to help Jane get up from her own chair. "Why don't we move into the den?"

"We haven't fucked in there yet," Ben said with a smile as he helped his red-haired cousin to get up from her chair and the pair of them followed Max and Jane into the other room. "Do you two want the couch? Or would you prefer the floor?"

"What do you think Jane?" Grandpa Max asked the pregnant brown haired girl as the four of them walked into the den.

"If we fuck on the couch," Jane said thoughtfully, "then we'll have a clear view of Ben and Gwen while their fucking, I think I'd like that."

"So would I," Max said with a chuckle as he guided the pregnant eleven year old to the couch. Jane stretched out on her belly and raised her ass toward the ceiling as Grandpa Max sat down behind her and lowered his mouth to her juicy pussy and started teasing her slit and clit with his lips and tongue.

As Max continued to eat Jane's dripping cunt Ben stretched his back out on the rug and helped Gwen as his red headed cousin straddled his hips while she faced the couch so Jane and her grandfather could clearly see her tits, belly, and cunt as she rode Ben's prick. Gwen was so horny by now that Ben didn't even have to tease her pussy to get her juices running. Even as she lowered herself on her cousin's hard cock she could feel her erect clit rubbing along the shaft and sighed with pleasure as she watched her grandfather get up on his knees behind her best friend and fit the head of his cock against the other girl's pussy.

"Fuck her grandpa," Gwen gasped as she raised and lowered her pregnant body on Ben's cock.

"Fuck him Gwen," Jane moaned as she watched the red-head bounce up and down on her cousin's erect cock with enough force to make her swollen belly and tits jump with every stroke. She could feel Max's cock filling her pussy like it had never been filled before, even in his alien forms Ben was smaller than his grandfather - not by much, but enough to make a difference when the person fucking you knows how to use his prick. With every stroke Max shifted his prick so it rubbed against a different spot in the walls of her fuck tunnel and sent a new jolt of sexual energy racing up her spine. As her pussy lips started to quiver with her approaching orgasm she felt Max's finger stroke her erect clit to send one last bolt of sexual energy running across the babies growing in her swollen belly and up to her brain as her whole body went rigid and she screamed loud enough to fill the whole house with her pleasure.

"I'm cumming," Grandpa Max panted as Jane's pussy gripped his prick in a vise and milked the baby juice straight from his balls.

Ben watched as Grandpa Max's body jerked and shook from his orgasm and Jane collapsed under the older man to look at him and Gwen and smile as the two cousin's continued to fuck. "Was that hot or what?" Ben asked Gwen as the red head continued to ride his cock. He could feel her pussy quivering around his shaft and he reached around her body to run one hand across her pregnant belly as he reached up to squeeze her swollen tits.

"It's hotter than hot," Gwen gasped as she looked down at the tit Ben was squeezing. She thought she saw a drop of milk oozing from the nipple but her tits were bouncing so hard with every stroke she wasn't sure if it was actually there before it slid down her breast. With every stroke Gwen clamped her fuck hole around Ben's invading prick and she could feel it starting to jerk around in her belly as his swollen balls bounced off her clit.

"I'm cumming," Ben screamed as his balls squeezed the juice through his penis and deep into Gwen's body as he grabbed his cousin around the waist and pulled her tight against his crotch as he gave their baby a cum bath.

"I'm cumming too," Gwen shouted as she wrapped her arms around her quivering belly as she felt Ben shoot his load into her. Her whole body jerked and spasmed with every wad of baby juice her cousin shot into her body and once she was done she fell to her side with a groan as Ben's cock popped out of her vibrating slit.

"Don't tell me you're tired already," Grandpa Max said with a chuckle as Gwen lay on her side and tried to catch her breath after her orgasm. "The nights just starting and I for one want to get in as much fucking as possible."

"So do I," Gwen groaned, "but I still need time to recover after an orgasm like that - especially since I'm almost seven months pregnant."

"I don't know about that," came a feminine voice from the door, "when I was seven months pregnant I was so horny I thought I'd never get enough cock."

"Mom," Gwen screamed in horror as she raised her head from the floor so she could look at the four people standing in the doorway to the den.

"Don't worry honey," Gwen's mother said with a grin as she crossed the floor and knelt down by her daughter and nephew. "We've known the truth from the beginning. We knew all about you and Ben and your grandfather. We even knew about Jane and how Ben managed to knock her up with twins. We know about Keesha too."

"But how," Ben asked, watching his aunt in disbelief as she spoke, he didn't even realize that his own mother had entered the room until he felt her hand wrap around his cock. Even as he turned to look his mother leaned forward to run her tongue along the length of his slimy prick as it started to grow hard in her grasp.

"How else?" Gwen's father said as he and Ben's father crossed the room, he knelt down by his red-headed daughter and reached out to squeeze the girl's milk filled tit as he gave her a reassuring smile. "Your grandfather told us everything. About the Omnitrix, Gwen's magic, about how the two of you were fucking each other silly, and especially about Gwen's pregnancy."

"But," Ben stammered as his mother sucked the head of his cock into her mouth and down her throat.

"Ben, we're not angry with you," his father said as he knelt next to the couch and stroked her swollen belly with one hand as he reached down to tickle the girl's erect clit with the other one. "We were hoping something like this would eventually happen, we were even planing on it, but we thought it would be another two or three years before you and Gwen started fucking. The fact that you managed to knock her up this summer means our plans are a good two years ahead of schedule."

"Now I'm really confused," Ben said as his prick started to harden in his mother's warm sucking mouth.

"You're not the only one," Gwen groaned as her father sucked on her nipple to get the first drops of milk that oozed out of her tit.

"Maybe it's time to tell the kids everything," Grandpa Max said, running his hand through his short grey hair as he looked at all the naked bodies groaning and withing around him. "It may be a long story, but I think it's time Ben and Gwen knew the whole truth."

"Do you think they're ready for the truth dad?" Gwen's father asked as he licked his daughter's milk from his lips.

"Gwen is already carrying Ben's baby," Grandpa Max pointed out, "and Jane is carrying two in her belly so I consider her family enough to hear the truth too. I just wish Keesha could be here too."

"I guess you're right," Ben's father said, "but it still seems strange to let the secret out after eleven years."

"What are you talking about?" Jane asked as she looked from one adult to another. When Ben and Gwen's parents had first entered the room she wanted to run and hide before anyone noticed her but when Ben's father started playing with her pregnant body it felt so good that she'd managed to relax and enjoy it until now her curiosity was much stronger than her fear had ever been.

"It's like this," Gwen's father said with a sigh as he stroked his daughter's swollen belly. "The four of us were so close that we decided to do everything together - we even had a double wedding so we could get married on the same day. We all wanted children too - a lot of children - but after three years without a single pregnancy we began to think something was wrong. We finally decided it was time to have some tests run so we took advantage of our plumbers health benefits to get things checked out and found out that while your mothers were just fine - the two of us were sterile."

"You were plumbers?" Ben asked as he looked from father to his uncle and then down to where his mother and aunt were taking turns licking his trembling cock and balls.

"That's right," Ben's father said with a nod, "in fact the doctors thought that it was some of the strange alien energies we encountered as plumbers that made the two of us sterile."

"But," Gwen said as she tried to think past the cloud of pleasure that made her ache for a cock in her pussy, "if the two of you are sterile then what about Ben and me?"

"We're getting to that," Gwen's uncle said. "After we found out that your father and I were sterile we thought long and hard about what we were going to do since all of us still wanted children. It finally came down to either artificial insemination or choosing someone else to father our children, and we realized there was only one thing to do if we wanted our family line to continue."

"Is this leading to where I think it's leading?" Jane asked as she looked from Gwen to Ben and started thinking about how much they looked alike even for cousins.

"I think it is," Grandpa Max sighed before either of his sons could speak. "You see, that's where I came in. You see Ben and Gwen, your parents realized that the only way the family line could continue would be for me to father their children. Your parents knew that I was really wild in my youth and they figured it wouldn't be that hard to bring out the beast in me again if they could create the right conditions. But they also knew that your grandmother would never approve or understand so they had to wait for just the right time. Your grandmother was off to one of her quilting conventions when Gwen's parents invited me to dinner one night. I knew something was up because of the way the conversation was going during the meal, but I had no idea what was going to happen when Ben's parents showed up after dinner.

"I can't remember who it was who suggested playing poker that night but the next thing I knew things had devolved into strip poker and I was facing two nearly naked girls while my sons watched in anticipation. By the time my two daughter-in-laws were down to nothing but their panties I couldn't keep my eyes off their naked tits while my own cock twitched at the thought of fucking the two of them. Once they knew that I was willing to fuck your two mothers they told me everything, of course by that time I was so horny I would have agreed to anything for a chance to fuck those two hot girls - and knocking the two of them up was such a small price."

"Is that why Ben and I have the same birthday?" Gwen asked her father as he sucked on her nipple.

"While you were conceived on the same night," Gwen's mother said as Ben's mother took her turn sucking Ben's cock, "but it was pure luck that you were born on the same day."

"Wait," Ben said with a shiver as his mother ate his cock, "that means Gwen is my sister doesn't it?"

"Half sister," Grandpa Max confirmed, "same father different mothers. Your father and uncle are your half brothers for the same reason."

"This is getting weird," Jane groaned as Ben's father finger fucked her.

"If you think it's weird just think how I feel," Gwen sighed, "I thought it was bad enough when I was so hot for my cousin I couldn't stop fucking him - especially after he knocked me up - now I find out that Ben is actually my half-brother and I want Ben's cock even more than before."

"But if you wanted a lot of children," Ben said as he looked down at his mother and aunt, "than why did you stop with just Gwen and me?"

"Well we didn't plan to," his mother said, "but no matter how many times we fucked your grandfather after that first time he never managed to knock us up again - not that we ever complained about fucking him time after time."

"I always suspected there was a reason I never managed to knock your mothers up again after that first time," Grandpa Max said with a sheepish grin, "so when I took Gwen to see the doctor I had him run some tests on me as well. It turns out that it took longer on me, but the same alien energies that made your father's sterile affected me as well. And that's why you never even had a chance for any bothers or sisters - until now that is."

"What's changed?" Ben asked as he gave his grandfather a puzzled look, "did the doctor give you something to reverse the sterility?"

"Silly boy," Ben's aunt said as she gave him a wide grin, "haven't you figured it out yet?"

"Ben can be a little slow on this sort of thing," Gwen said as she gave her mother a knowing wink. "From what Uncle Greg said earlier it sounds like the five of you were planing to have the two of us fucking each other - probably to get us use to the idea of incest before you got Ben to knock you up with his own brothers and sisters. Am I right?"

"Yes you are," Gwen's mother said, proud of the way her daughter had put everything together so easily. "The idea was to put you and Ben together for the summer - isolated from other kids your age for the most part - so that when the two of you got horny you only had one person to turn to to satisfy your urge to fuck. We thought it would take two or three years before you were horny enough to start fucking, so imagine our surprise when your grandfather called to tell us that you were already fucking - and when he told us that you were pregnant with Ben's child we knew it wouldn't be long before he was ready to knock us up as well."

"But why did you wait this long?" Ben asked as he looked down at the top of his mother's head. He was already looking forward to stroking in and out of her wet pussy and he knew that his mother and aunt would both be knocked up after he fucked them tonight.

"We weren't sure if you were really ready yet," Gwen's mother said. "It wasn't until after I overheard Gwen and Jane talking about Keesha that we knew you were ready for the truth. What do you think Ben, are you ready to fuck your mother and aunt and knock them up?"

"Fuck yes," Ben said as he gave his mother and aunt a lust filled grin.

"What about you Gwen?" Ben's father asked as he pulled his fingers out of Jane's pussy and sucked them clean, "are you ready and willing to fuck your father and uncle even if they can't knock you up?"

"Ready, willing, and hungry for your cock," Gwen said as she licked her lips.

"Don't forget me," Jane said as she grabbed Ben's father by the wrist and gave him a hopeful smile, "I want to fuck the two of you too."

"I was hoping you'd say that," Ben's father said as he stroked Jane's drooling slit.

"You know," Grandpa Max said as he looked around the crowded den, "it's getting a little crowded in here, maybe we should split up before we end up fucking on top of each other."

"Good point," Gwen's father said as he stroked the red fur around his daughter's wet cunny. "Ben, why don't you go to the master bed room with your mother and aunt, and five of us will go to the girls room to fuck."

"Ok," Ben said as he pulled away from his mother and aunt and got to his feet before he helped them stand. And after that maybe we can all get together in the living room for a free for all."

"Sounds good to me," Grandpa Max said as he helped Gwen to her feet. "We'll see you in a few hours then?"

"Maybe we should make that in the morning," Ben's mother said before she followed Ben out of the den. "By the time we finish with Ben he'll need his sleep."

"And I think we will too," Gwen said as she gave her father a quick grin. "So we'll see you in the living room in the morning."

Chapter 11

Gwen could hardly believe what was happening as she led her father into her room and over to her own bed as Jane led her uncle and grandfather to the other bed. It still seemed like a dream the way their parents had showed up in the middle of their orgy and then explained how she and Ben were really brother and sister instead of cousins and that Grandpa Max was their real father. And now, while Ben was taking their mothers into the master bedroom to fuck them and knock them up, here she and Jane were in her bedroom with her father, uncle, grandfather getting ready to fuck them in their own beds.

"So dad," Gwen asked as she sat down on the edge of her bed and pulled her naked father down next to her, "how long have you been dreaming of this day?"

"That's hard to say," Gwen's father said as he reached out to rub her swollen belly. "Ever since you were born I dreamed that the day would come when I'd be able to fuck you, but I never thought it would happen so soon. Or that I'd get so horny as I watched you walking around the house with your belly and tits swollen with Ben's growing baby. And now that you know the truth and I finally have the chance to fuck you I can't wait to get my cock in your pregnant little pussy."

"That sounds good," Gwen sighed as her father's hand moved down to her dripping pussy and his fingers brushed past her twitching clit until he slipped two of them into her slit. "I've always wanted something like this to happen, but even after I started fucking Ben and Grandpa Max I never thought I'd ever have the chance to fuck my own father."

"Well you have the chance now," Gwen's father said as he took his fingers from Gwen's cunt licked them clean with obvious pleasure. "And so do I. Now scoot back on the bed and lets fuck like bunnies."

"I like the way you think daddy," Gwen said with a grin as she scooted back on the bed until her pussy was level with the edge of the bed.

"Good," Gwen's father said as he knelt between the red-heads knees and brought his lips up to his daughter's drooling slit and started licking the combination of Ben's cum and Gwen's cunt juice.

"That feels so good, daddy," Gwen moaned as a shiver ran up her spine. "Eat my cunny daddy, lick it clean before you fuck me."

"You have such a juicy cunt Gwen," her father said as he took his mouth away from her cunt and used one hand to play with her erect clit while the other one stroked her swollen belly. "I can't wait to feel your tight little cunt wrapped around my cock. I just wish I could knock you up like Ben did."

"So do I daddy," Gwen sighed as she felt Ben's baby move around in her stomach, "I hope you don't mind if I let Ben knock me up again after this one since you can't do it for me."

"Honey, I don't care how many babies Ben puts in you belly, as long as I get to fuck you too." As he spoke Gwen's father got to his feet and spread his daughter's legs even further apart as he brought the tip of his cock up to the preteen's drooling slit and ran it up and down her pussy lips, teasing her clit at the top of every stroke.

"Oh God daddy," Gwen moaned, she could feel her father's shaft running up and down her cunt and her body shivered as the sexual energy started building up around her baby. "If you get me any hotter I'm going to cum before you get your cock inside me."

"Well we can't have that," Gwen's father said as he gave her a broad smile and aimed the head of his prick right for her open cunt lips. He stepped into the stroke and he and his daughter both moaned with pleasure as the head of his cock split her pussy open and slid into her pregnant belly. "I just wish I that could be my baby growing in your belly," Gwen's father sighed as he ran his hand lovingly over her swollen belly, "I never thought I'd feel jealous of Ben until I found out that he'd knocked you up. At least I had time to get use to the idea that you were carrying his baby before you got back from your road trip."

"You know daddy," Gwen said as her father's prick slid in and out of her wet hot cunt, "now that I know the family secret I wish this was your baby. But that's impossible, so I'm glad Ben knocked me up first."

"So am I sweetheart," Gwen's father said as he bent down to kiss the girl's milk filled tits as he continued to slide his prick in and out of his preteen daughter's slit, rotating his hips with every thrust so his brown pubic hair meshed with her red cunt fur. "When your mother was expecting you I use to help her by drinking the milk from her tits every morning and night. By the time you were born she was producing enough milk for both of us. Can I drink your milk too?"

"Sure dad," Gwen said with a groan of pleasure as her father sucked the milk from her breasts while he slammed his cock in and out of her pussy with enough force to make his balls bounce off her ass. "You can do anything you want as long as you leave enough milk for the baby and keep fucking me."

"Oh I'll keep fucking you alright," Gwen's father said as he came up for air, "and I hope you keep on having babies so I can keep drinking your milk."

"I don't think that's going to be a problem either," Gwen groaned as her father's hard thrusts pushed her closer and closer to her orgasm. "Ben and I were already planning on having another baby after this one, we were just trying to figure out how to keep you and his parents from figuring out who the father was, but I don't think that's going to be a problem anymore."

"No problem at all," Gwen's father said with a laugh, "in fact your mother and I were talking with Ben's parents about how hard it would be to talk the two of you into having more babies after this one. So you and Ben go ahead and have as many babies as you want."

"Just try and stop us," Gwen said with a laugh that ended in a scream of pleasure as her father pushed her over the edge and into her first orgasm.

With his daughter's cunt squeezing his cock so hard it couldn't move Gwen's father left it buried deep in her swollen belly and leaned forward until he could catch one of the girl's bobbing nipples between his lips and start sucking on it. As Gwen's body stopped twitching and shivering from her orgasm he managed to get a small stream of milk flowing from her milk filled tits and into his thirsty mouth. "Nothing like mother's milk fresh from the tit," he said as he took his mouth away from Gwen's nipple and gave his daughter a quick satisfied smile before he bent back down to catch her other nipple between his lips.

"Oh yeah," Gwen sighed as her father sucked the milk from her heavy breasts. "I never thought it would feel this good to have the milk sucked out of my tits. But don't forget to keep fucking me while you do it."

"I won't," Gwen's father promised as he took his mouth from her breast and licked the drop of milk that oozed from her nipple. "I was just waiting for your pussy to relax enough that I could start fucking you without blowing my load on the first stroke. After all, I want to give you at least two orgasms for every one of mine."

"Thank you daddy," Gwen said with a moan of pleasure as her father's cock started sliding in and out of her pulsing slit again.

"No, thank you, Gwen," her father said as he shifted to her other nipple and licked the milk that oozed out of that tit. "I've been waiting for this night for years, and I was always afraid it would never come."

"Well you don't have to worry about that any more," Gwen said with a sigh of pleasure, "you can fuck me and sleep with me all you want - as long as Ben and I aren't working on a new baby that is."

"I guess I can live with that," Gwen's father said with a grin as his daughter slid into her bed and rolled over on her side. He slid into the bed next to her and snuggled up to her back until his half hard prick bumped up against the back of Gwen's legs until she opened her thighs just wide enough that he was able to slip between her legs until the head of his cock popped between her pussy lips and wedged into her fuck hole.

"That feels good daddy," Gwen said sleepily, "and I know I'll have nice wet dreams with your cock inside my cunt while we sleep."

"Not as good as the dreams I'm going to have," Gwen's father said with a yawn as he slipped his arms around his red-headed daughter to squeeze her milk filled tits while he petted her swollen belly. "Good night, Gwen."

"Good night daddy," Gwen said with a yawn of her own as she closed her eyes.

As Gwen led her father to her bed Jane led Max and Ben's father toward her bed. "Now how are we going to do this?" the brunette asked as she sat down on the edge of her bed and reached out to grip a cock in each hand. "I wish I could fuck both of you at the same time."

"Oh I think we can manage that," Max said as he gave his son a wink.

"What do you have in mind," Jane asked in a worried voice as she looked from one wide grin to the other.

"Did Gwen ever tell you what a fuck sandwich was?" Max asked as he removed his cock from Jane's loose grip and sat down next to her on the edge of the bed.

"You can't be serious," Jane said as she looked from Max's cock to the even larger cock of Ben's father. "You expect me to take one of your cocks in my ass while I take the other one in my pussy?"

"Gwen does it," Grandpa Max pointed out as he lifted the pregnant brunette up and set her down on his lap. She could feel the older man's cockshaft between her ass cheeks while the head tickled the base of her slit. "And I know she likes it because back at Thanksgiving she was the one suggested doing it again."

"Here son," Max said as he tossed the tube of KY Jelly to Ben's father, "lube us up. Make sure you get plenty of lube in Jane's ass."

"Sure thing dad," Ben's father said as he knelt down and pushed Jane's legs apart so he could get to his father's cock and the eleven year old's butt. He stopped to admire the girl's beautiful brown furred cunt.

"I can see why Ben likes you so much," Ben's father said as he ran a couple fingers along the girl's drooling pussy lips and then put the slimy digits up to his mouth to lick them clean. "I just wish I'd been the one to knock you up - but of course that's impossible." He put some lube in his hand and started to coat Max's prick with it, from where she sat in Max's lap Jane looked down at Ben's father and noticed that his brown hair was thinning out to the point that he had the start of a bald spot toward the back of his head.

"If you don't mind my asking," Ben's father said in a casual voice as if it was an every day thing for him to lube a girl's ass before he fucked her. "What do you think of my son?"

"Ben?" Jane said shakely as Ben's father pushed the lube into her ass. "This may sound strange, but I never really thought about it until now. The truth is, I love him. That may sound strange since I've watched him fuck two other girls on an almost daily basis - and that's not even counting the fact that he knocked both of them up. Actually, I kind of liked watching him do it - even when I knew he was trying to knock Keesha up when he popped her cherry. I guess I'd say I was a voyeur if I didn't like to join in. Does that sound crazy?"

"In this family I think you fit right in," Ben's father said, "what do you think dad?"

"I think you're right, son," Max said as he rubbed the tip of his cock through the lube that oozed out of Jane's ass. As Max ran his cock up and down Jane's lubed ass Ben's father knelt between the girl's knees and sucked on her pussy. When Max felt Jane quiver with pleasure he put his mouth next to her ear and whispered, "Are you ready for the first part of the fuck sandwich."

"Yes," Jane groaned as Ben's father pushed his tongue deep into her slit. "I'm ready for anything."

"Here we go then," Max said as he raised Jane's ass up a few inches from his crotch and set the head of his cock against her butt hole. Jane's whole body went stiff as Max's cock entered her ass and Max held her there with the head of his cock just inside her opening as his son continued to eat her cunt. "Ready for some more?" Max asked when he felt Jane's body relax a little in his grip.

"Yes," Jane hissed through her teeth. "This feels so strange, it's like I'm taking a shit in reverse. But I think I'm going to like it."

"I hope so," Max said as he eased another inch of his throbbing shaft into the girl's butt. He paused again as Jane tensed in his hands but continued when she relaxed almost immediately. This time Jane slid all the way down his shaft until the whole thing was buried in her ass. "How does it feel?"

"Weird," Jane said with a shake of her head, "it's not the same as having a cock in my pussy, but it still feels good and sexy. I like it, not as much as a cock in my cunt, but I do like it."

"Well," Max pointed out with a soft laugh, "this is only part of a fuck sandwich. Are you ready for the rest of it?"

"Sure," Jane said with a broad grin as she watched Ben's father stand up between her thighs so that his hard cock bounced temptingly just a inch from her slit. Jane had to crane her neck to the side to watch as Ben's father grasped his shaft in his hand and aimed it for her drooling pussy.

As Ben's father slid slowly into her pregnant pussy he placed his hands on either side of her swollen belly and gave her a big grin. "So, Ben's twins are in there, is that right."

"Yes," Jane said with a hiss as she felt the new cock slide past the one buried in her ass with just a thin wall of flesh between them.

"I am so jealous of my own son right now," Ben's father said as he slid the rest of his cock into Jane's cunt and rotated his hips so that his pubic hair tickled the girl's erect clit. "I wish I had three hot horny pregnant sluts to fuck, and that's not even counting the two new ones he's fucking right now."

"But you do have three hot horny pregnant sluts to fuck," Jane pointed out. "At least you would if Keesha was here to join in the fun. But don't worry, I'm sure Gwen and I can make up for her."

"I'm sure you will," Ben's father said as he started to slide his cock in and out of Jane's tight cunt, slapping his flat belly against her swollen one with every stroke. Jane could feel Max starting to move in her ass too and she was surprised to realize just how fast her body responded to the double stimulation and jolts of sexual energy rushed up her spine from her ass and her pussy both.

"I'm cumming," Jane screamed as the two cocks in her body sent bolts of energy straight to her brain as it exploded in pleasure.

"Hold on son," Max yelled, "ride this one out and let's see how many more we can give her before we explode."

"I'm trying dad," Ben's father said through clenched teeth, "but her cunt's milking me for all it's worth."

"You can do it," Max encouraged as he tried not to shoot his own load into Jane's ass.

Somehow the two men managed to hold on until Jane's body stopped quivering and her pussy and ass released their pricks so they could keep fucking her. But both men knew that they wouldn't be able to hold out through another orgasm and they were both determined to give Jane as much pleasure as they could before the pregnant preteen milked them dry.

"Oh God," Jane gasped as the two men continued to fuck her ass and cunt, "this is better than I ever imagined it would be."

"I knew you'd like it," Max growled as he slammed his cock in and out of Jane's ass.

"Like it?" Jane groaned, "I love it. This is better than straight fucking, and I love that."

Ben's father could feel his balls start to clench and he knew it wouldn't be much longer before he shot his load deep in the belly of his son's pregnant girlfriend. He looked down at Jane's face and saw her gasping for breath as she approached her second orgasm, and from the look of concentration on his father's face he knew Max would be shooting his load right along with him.

"Jane," Ben's father said with affection as he looked down at the girl's bouncing tits and belly.

"Yes?" Jane managed to say as she panted for breath.

"Welcome to the family," Ben's father said as he buried his prick deep in the girl's pregnant body and shot his load into her spasming cunt as Jane milked every drop of cum from his shaft and balls.

"Oh God," Max screamed as he shot his own load deep into Jane's bowels and her ass clamped tight around his shaft.

"Thank you," Jane murmured as she hugged Ben's father and leaned forward to kiss him. "This is the best welcome I could ever hope for."

"And it won't be the last one," Ben's father said as Jane's pussy held his cock tight. "But it may be the last one for now, that cum drained me more than I expected."

"Me too," Jane said with a yawn as she released Max's cock from her ass and pulled Ben's father onto the bed next to her. "Why don't we sleep like this, and if you wake up during the night with enough energy to fuck me again, go for it."

"Oh, I will," Ben's father promised. "Dad, why don't you turn off the light? It looks like Gwen and her father are already asleep."

"Ok," Max said as he got off the bed, "but make some room for me too."

"Sure thing," Jane murmured sleepily as she shifted her body to make room for the older man.

With a satisfied smile Max turned out the light and slid into the bed, his cock nestled up against Jane's ass.

As he followed his mother's naked ass into the master bedroom Ben was still trying to make sense of everything that had happened that night. It was still hard to believe that he and Gwen were actually brother and sister and that Grandpa Max was their real father. It was even harder to believe that their parents had planed for them to end up fucking each other - much less that his mother and aunt expected him to knock them up with his own brothers and sisters. But here he was following his naked mother into his aunt and uncle's bedroom with his naked aunt following them through the door.

"So Ben," his mother said as she turned around and sat down on the edge of the bed as his aunt sat down next to her and opened her thighs to give him a clear view of her dripping slit. "Are you surprised?"

"Fuck yes," Ben said as he forced his eyes away from his aunt's hot pussy and found himself staring at his mother's tits instead. "Gwen and I never suspected a thing."

"Good," his mother said as she ran her fingers down her breasts and stomach until the came to rest on her erect clit, "does it bother you to find out that you fucked your own sister and knocked her up?"

"No," Ben said slowly as he watched his mother and aunt stroking their pussies as they watched him.

"What do you think about fucking the two of us and knocking us up?" Gwen's mother asked as she licked her lips in anticipation.

"I think I'm going to be one happy, horny, mother fucker - and aunt fucker for that matter."

"Good," Ben's mother said with a pleased smile as she reached out to run her finger along Ben's cock. "So, who are you going to fuck first?"

"Well," Ben said slowly. considering his words carefully as he looked from his aunt's red hair and bobbing pink nipples before he turned to look at his mother's brown hair and full tits. "It's real hard to decide between two hot and horny women - especially since I know that you're both fertile and that I'll be able to knock both of you up before the nights over."

"Well both of us are in our fertile periods," Ben's mother said as she reached down to stroke her son's hard cock. "But you still have to decide which one of us you're going to fuck first."

"I know," Ben said as he reached out to pinch his mother's hard nipples.

"Don't forget me," Ben's Aunt Karen said with a laugh as she ran her fingers down her nephew's stomach until she reached his balls and ran her fingers through Ben's pubic hair.

"How can I forget about you when you keep waving your big tits right in front of my nose?" Ben asked as he reached out with one hand to squeeze the red-head's full tits. "But right now I think I should fuck my mom first. After all, I have to live with her."

"You've got that right young man," Ben's mother said with mock sternness as she lay back on the bed and opened her legs in obvious invitation as she gave her son a wide grin.

"You do have a point," Ben's aunt admitted as she shifted to the head of the bed so she could easily reach the other woman's large tits as Ben crawled between his mother's open legs.

"Wow," Ben said as he looked down at his mother's hairy cunt, "I didn't know a pussy could have so much hair. When I started fucking Gwen she only had a few red hairs around her slit, and even Jane only had enough hair to see the color of her pubic hair."

"Well Gwen and Jane are still pretty young," Ben's mother pointed out as her son ran his fingers through her thick thatch of wet pussy hair. "Your aunt and I are grown women so we have a lot more hair down there."

"I guess so," Ben said as he used his fingers to push the pubic hair away from his mother's slit and then leaned forward to kiss her cunt before he stuck his tongue out and ran the tip up and down her swollen pussy lips and sucked on her clit.

"Oh yes," Ben's mother moaned as her eleven year old son ate her pussy like he knew exactly what she was doing. "How many girls have you done this to, Ben?"

"Just Gwen, Jane, and Keesha," Ben said quickly as he pulled his tongue away from his mother's slit and gave her and his aunt a defensive smile.

"Don't give me that Ben," Ben's mother said as she ran her hands through her son's brown hair. "It's obvious that you have more experience eating pussy than you could get with just three girls."

"Your mother's right Ben," Ben's aunt said as she massaged his mother's breasts. "Just watching you I can tell that you have a lot more experience than you could get from eating out three girls. I promise I won't tell Gwen, but just how many girls are you fucking right now?"

"Counting Gwen, Jane, and Keesha I'm up to a half-dozen right now," Ben admitted sheepishly, "and by this time next week I'll probably be up to a dozen - and that's without counting the two of you."

"In that case you should be able to give both of us several orgasms each before the night's over," Ben's mother said as she pushed her son's head back into her crotch so he could go back to eating her wet cunt.

"And you should be able to knock us both up too," Aunt Karen said as she squeezed Ben's mother's tits so her nipples popped out so she could lean down to lick her friend's tits.

"I'm sure I will," Ben said, his voice muffled by his mother's cunt.

Realizing that he no longer had to hide his experience at pussy eating Ben started using all the tricks he'd learned while eating and fucking the girl's he'd already knocked up at school. Just like with Keesha Ben knew that his mother and aunt were both fertile and he knew that if he fucked both of them during the night he'd knock both of them up before the whole family met in the living room in the morning.

"Yes," Ben's mother screamed as her son's tongue drove her over the edge. Ben sucked at his mother's slit, drinking the juices that flowed from her spasming cunt as fast as he could, but it wasn't fast enough amd his face was smeared with much of the juice that spurted out of her cunt lips.

"I guess you liked that," Ben said as he took his face out of his mother's pussy and smiled at her over her large tits.

"I loved it," Ben's mother said as she smiled down at her son. "And I'm going to love it even more when you start fucking me."

"Why wait?" Ben asked as slid up his mother's body, kissing her flat belly and full tits as he brought his cock up between her thighs until the tip kissed her soaked pussy.

"Yes," his mother said as she grabbed her son's shaft in her hand and held it steady against her slippery cunt lips. "Fuck me Ben, fuck me and knock me up with your baby."

"Yes mother," Ben said, giving his mother another smile before he bent down to kiss her as he slid his cock into her hot wet pussy. "I promise to do everything you want me to, you know how obedient I am when I want to be, and right now I really want to obey you."

"Good boy," Ben's mother said with a sigh of pleasure as her son's cock entered her body with one quick thrust. "Now fuck me hard and fill my belly with your baby."

"With pleasure," Ben said, giving his mother another smile before he caught her large nipple in his mouth and sucked on it as he slammed the full length of his cock into his mother's cunt with all his strength."

"Fuck me Ben, fuck me," Ben's mother screamed as her son fucked her enthusiastically. "You are such a good fuck Ben."

"I love to fuck mom," Ben grunted as he arched his back and watched his mother's tits bouncing with every thrust. "And I really love fucking you. Why did you wait so long to tell us the truth? I could have been fucking you and Aunt Karen for months now if you'd just asked me to do it."

"I've been wondering about that for almost four months now," Aunt Karen said as she slid into the bed and reached for one of the tits bobbing in her face. "But everyone else wanted to wait until we found out if you were ready and willing to fuck anyone besides Gwen."

"Ready, willing, and anxious to knock up as many girls as I can," Ben said as he continued to fuck his mother. He could feel his balls starting to twitch and he knew it wouldn't be long before he shot his load and knocked his mother up with his own brother or sister. He could tell his mother wasn't far behind him as her cunt twitched around his shaft in anticipation of her second orgasm of the night.

"Good," Ben's mother panted as she wrapped her legs around her son's ass and pulled her in tight as his cock jumped in her pussy and her fuck hole clamped tight around Ben's shaft and held it deep in her belly as he shot his load with a scream of pleasure.

"That was wonderful mom," Ben said as he leaned down to kiss her sweaty face without removing his cock from her sucking pussy.

"So, what are the chances that you knocked me up?" Ben's mother asked with a sigh as she caught her breath.

"Excellent," Ben said as he looked down at his mother's belly, he could already see it swelling with the baby he knew he'd already managed to plant in her body.

"My turn," Aunt Karen said, pushing Ben's butt as his mother opened her legs so Karen could roll her nephew over onto his back. Ben noticed that his mother closed her legs tight together to hold his cum in her pussy and wondered if he should tell her that she didn't need to do it, but he decided not to when he saw the look of pleasure on her face.

"You're almost hard enough to fuck already," Aunt Karen said as Ben's back landed on the mattress and she grabbed his still erect cock in her hands. "A few quick licks and you'll be ready to slide this baby maker into my cunt and knock me up too."

"Oh God Aunt Karen," Ben groaned as his red haired aunt sucked his shaft into her mouth and let it slide along her tongue. "You're even better than Gwen."

"Well my little girl doesn't have my experience with cock sucking," Aunt Karen said with a grin as she let Ben's cock pop out of her mouth so she could lick the juice off her lips. "But now that you all know the truth I guess I can give her a few lessons. But as much as I love sucking cock, I love fucking even more - especially when I know the boy fucking me is going to knock me up. Are you ready Ben?"

"Ready, willing, and able," Ben told his aunt as she straddled his hips and lowered her crotch until the red hairs around her slit tickled the tip of his quivering penis.

"Good," Aunt Karen said, dropping her hips down on her nephew without warning so that his cock split her pussy lips and slid all the way into her fuck hole until her erect clit rested on Ben's bare belly. "Oh God I love fresh cock," Ben's aunt moaned as she swivelled her cunt in a circular motion around the eleven year old's buried cock.

"Not as much as I love fresh pussy," Ben groaned as he reached up to grab his aunt's swaying tits and pulled her down so he could suck on her erect nipples.

"Good boy, Ben," Aunt Karen said as her nephew sucked on her tits and she started sliding her slit up and down his pole. "Even if I didn't know about Gwen and the other girls I'd know that you'd fucked before. You obviously know what you're doing."

"But I still have a lot to learn," Ben said with a groan of pleasure as he took his mouth away from his aunt's nipples. "Are you ready to teach me Aunt Karen?"

"Ready, willing, and able," Ben's aunt said, repeating his own words with a chuckle.

"We'll both teach you, Ben," his mother said as she leaned over to give her son a kiss. "But right now I think you're doing just fine. In fact I think you're right about knocking me up already, even if it will take two or more weeks to get morning sickness and a positive result on a pregnancy test. So, do you want a sister to fuck? Or a brother to help you keep up with all the daughters you have to fuck when they get old enough?"

"I don't know, mom," Ben panted, he could already feel his balls starting to fill with a fresh load of cum and he knew it wouldn't be long before he was knocking his aunt up just like his mother. "How would you like to have both?"

"Twins?" Ben's mother said thoughtfully, "I don't know if I'm ready for that."

"Who said anything about twins?" Ben panted as his aunt picked up the pace of her fucking, he could feel her fuck hole quivering around his cock and he knew it wouldn't be much longer before she had her orgasm. He hoped he'd be able to hold off until she made it. "I just thought we'd have a few more after this one until I had enough brothers and sisters to keep me busy for the rest of my life."

"I like the way you think Ben," Aunt Karen said as she pulled her tits out of Ben's grasp and rode his cock so hard he thought she was going to bounce right off it. Somehow the older woman managed to keep the head of his prick in her fuck hole in spite of her enthusiasm and rode it all the way down to his balls with every stroke. Suddenly Aunt Karen's head snapped back as she drove her pussy down for one last thrust and held it there as her cunt muscles squeezed his shaft like a vice and she screamed in pleasure as her red hair was flung back and forth with every shake of her head. "I'm cumming," she screamed.

"So am I," Ben screamed a second later as his balls clamped tight and he shot the first wad of cum into his aunt's thirsty womb. "Here cums your baby Aunt Karen."

"Yes," Aunt Karen screamed as her body thrashed around in pleasure, her pussy, clamped tight around her nephews spewing cock was the only thing that didn't seem to be moving.

"Oh my God," Ben's aunt said a few minutes later as she rolled off her nephew, her body still quivering from the intensity of her orgasm. "Are you sure you knocked me up?" she asked.

"I'm sure," Ben said as he looked up and down his aunt's naked body. He still didn't know how he knew, but he was sure he'd managed to knock up both his mother and aunt now.

"How are you doing Ben?" his mother asked as she slid her hand down his body until she was able to grasp his wilted cock. "Think you can go another round just to be sure?"

"I'm already sure, mom," Ben said with a weak grin, "but even if I wasn't I need to rest before I'm ready for another round."

"Ok Ben," his mother said as she snuggled up next to him on one side and his aunt snuggled up on the other, "but remember, if you wake up during the night and you feel horny enough to go again, we don't mind."

"I'll remember that," Ben said with a yawn as his mother turned off the bedside light and he closed his eyes to sleep, dreaming of the next day and all the fucking he'd be able to do then."

Chapter 12

"And stay down," Ben growled as he struck the alien robot with all four fists so that the casing shattered under the blow.

"You too," Gwen said as she enveloped the robot she was fighting in a sphere of magical energy and shrank it until the alien metal was crushed under the pressure of her spell. Ben tore his eyes away from his cousin and her slim body, he still couldn't understand how she was able to disguise her pregnancy with a spell so she could fit into her Lucky Girl costume and go out in public, but he was glad she was able to hide her true identity and keep helping him in his alien forms.

"That takes care of that," Ben said in his rough baritone as he slapped his four hands together to brush the dust off his red skin. "As long as you don't need us for anything else, I'm late for an appointment."

"No, no I think that's everything," the police commissioner said as he looked over the shattered street and broken lampposts left behind in the two block battlefield. He had to remind himself how much worse things would have been if Fourarms and Lucky Girl hadn't shown up when they did.

"In that case we're off," Ben said as he left the police officer behind him as he leapt away with Lucky Girl flying close behind his large red figure.

"Ben we need to land fast," Gwen said, "my alteration spell is about to wear off and we don't want to be in the open when my belly and tits grow several inches all at once."

"Ok, there's an empty alley down there to the right. I need to land too, I think the Omnitrix is about to time out."

Even as Ben landed next to Gwen his red-headed cousin was pulling her tight fitting shirt up to expose her belly. In the next second Gwen gave a grunt that seemed to be a mixture of pain and pleasure as her spell ended and her stomach swelled from the taught flat belly of a normal girl her age to that of a girl close to her eighth month of pregnancy. "There there sweetheart," Gwen said as she patted her belly, "Mommy's here."

"Wow," Ben gasped as the Omnitrix timed out and he changed back to himself in a burst of red light. He could see Gwen's stomach move under her hands and realized the baby was kicking in her womb.

"What's wrong Ben?" Gwen asked as the baby calmed down. "You know I have to comfort the baby after I use that spell. The baby doesn't actually leave my body when I use the spell, but it is shifted to another dimension for a short time and I need to reassure it when I bring it back."

"That's not what I was reacting to," Ben said as he shifted the position of his hands and Gwen realized that her cousin was trying to cover the bulge in the front of his pants as he spoke. "You remember during the summer when we were all sleeping together and every once in a while I'd wake up in the middle of the night and start fucking you like crazy?"

"Sure I remember," Gwen said with a smile, "those nights were some of our best fucks.

"Well the truth is that it always happened after I had a recurring dream," Ben said with a groan as he tried to straighten up in spite of his erection. "The first time I had the dream was the first night we all slept together, the first night after we found out you were pregnant."

"Do you remember the dream?" Gwen asked with a mischievous grin as she continued to rub her pregnant belly.

"I sure do," Ben said, "well, not all of it, but I do remember that it involved watching your belly swell from flat to baby filled in seconds."

"You mean like what happened just now when my spell wore off," Gwen asked as she tried to keep a straight face.

"Exactly like that," Ben said with an enthusiastic nod as he stared at his cousin's bare belly. "And what are you laughing about?"

"I always wondered what you were dreaming about on those nights," Gwen said with a smile. "You see Ben, when I woke up that first night with your cock already fucking my cunt it made me so horny I wanted you to do it again. I managed to find a spell in my book and used it to gave you the same dream several times through the summer so you would fuck me like that again. Even though the spell gave you the same dream, I never knew what you were dreaming - until now."

"You know, Gwen," Ben said with a chuckle, "you didn't really need to give me that dream night after night. I was always horny for your pussy, and I just got hornier when your belly started to grow."

"I know," Gwen said with a broad grin, "but it gave me an excuse to use my magic, and the dream always made you that much hornier. By the way, my mom said to tell you congratulations."

"What for?" Ben asked as he poked his head around out of the alley to check the time on the bank clock across the street.

"Let's just say that she barely made it to the toilet this morning," Gwen said with a twinkle in her eye, "and after she cleaned up after herself she used one of her pregnancy tests and it turned pink."

"Same thing happened to my mom yesterday morning," Ben said as he puffed his chest out proudly.

"So this makes you what? Ten for ten now," Gwen asked as she watched the shock in her cousin's face. "Or did I miss a couple girls you knocked up?"

"You know about the other girls I've been fucking?" Ben asked sheepishly.

"I know and I don't really care that much, Ben," Gwen admitted. "I know you're a horny guy and the three girls I know that you knocked up said they came on to you and you couldn't seem to resist them."

"Strange but true," Ben said with a frown. "I always seem to know when a girl is fertile - and when she is I just can't resist her when she makes a pass at me. You don't suppose that has something to do with the Omnitrix do you?"

"Maybe," Gwen said hesitantly, "we really don't know everything it can do. I guess it's possible the thing can sense a girl's fertility cycle - it might even boost your sperm count to give you a better chance to knock a girl up. But I don't know why it would that."

"I don't either," Ben said with a shrug, "but we don't know how it can change me into my alien forms either. And since I can't take the watch off we may never know if I'd be just as horny and fertile without it."

"That's true," Gwen said with a nod. "Ben, I noticed that you were checking the time, are you really late for an appointment?"

"Not yet, but I will be by the time I get to Keesha's," Ben said as he looked to see if the coast was clear before they left the alley. "She called me this morning and said there was something important she needed to talk to me about. I'm suppose to be at her house in fifteen minutes but it will take me at least thirty to walk from here, and I don't think the watch will have time to recharge before then."

"You know, Keesha's house is only five minutes from my place," Gwen said. "I can teleport both of us there and then you'll have time to congratulate my mother before you head over to her place."

"Sounds like a plan," Ben said, "let's do it."

Ten minutes later Ben stopped to catch his breath before he reached out to knock on Keesha's front door. He wanted to take the time to congratulate his aunt properly on getting knocked up with his baby but she'd shooed him off to meet Keesha with a promise that they'd spend some time together later. The door opened even before he had a chance to rap on it a second time and he saw Keesha's pretty black face smiling at him through the opening. "Hi Ben," Keesha said with obvious excitement, "right on time. Come on in before someone sees you."

"What's wrong," Ben asked as he slipped through the door and Keesha closed it behind him, "ashamed of me already?"

"Never," Keesha said, giving Ben another grin as she rubbed her belly suggestively. "But I don't think it will be a good idea for any of the neighbors see you and put things together later."

"Keesha, you're already pregnant," Ben pointed out. "If your neighbors see me now they'll never know that I already knocked you up."

"I wasn't talking about me and my baby Ben," Keesha said as she grabbed Ben by the wrist and dragged him into the living room.

"Than what are you talking about?" Ben asked.

"Don't you mean who Ben?" Keesha's naked mother asked as she smiled at him from the couch.

"Mrs.," Ben started to say as he gaped at the naked black woman as she fondled her full breasts and teased her erect dark brown nipples.

"Call me Sonia," Keesha's mother said as she smiled at Ben, "it would be awkward to have my new lover call me anything else."

"What do you mean, Sonia," Ben asked nervously as he felt his half hard cock spring erect as he stared at the woman's naked body. He could sense the woman's fertility just as he had a month earlier.

"I mean just what I said," Sonia said as she got to her feet and crossed the floor to where Ben stood just inside the living room. "You have no idea how long I've been waiting for Keesha to find a boyfriend and get herself knocked up. I always wanted more children but since Keesha's father - my father as well - died before she was born I knew I wouldn't have any more children by him. And none of the lovers I've had since Keesha was born struck me as good enough for what I wanted. But now that Keesha's found you I've decided you're exactly what I want."

"And what is that?" Ben asked weakly as Sonia led him back to the couch and started stripping his clothes off his unresisting body as she sat down.

"Someone who is ready and willing to knock me up with all the babies I want, but doesn't want to tie himself down with a long term relationship," Sonia said as she pulled his underwear down and smiled at the way his cock bounced in front of her eyes as it sprang free.

"That sounds like me," Ben said with a chuckle as Sonia grabbed his cock and sucked it into her mouth. "But I thought most people your age would want a permanent relationship."

"Well I'm not most women," Sonia said as she let Ben's prick pop out of her mouth as she spoke. "I want more babies and I don't care if their father sticks around or not."

"Are you sure that's what you want?" Ben asked. "I mean, I know I like sex and I enjoy knocking girls up, but if you want more than one baby from me doesn't that mean some kind of long term relationship?"

"Long term maybe," Sonia admitted as she stroked Ben's erect cock and gave him a wink, "but not a close one. And that's what I'm looking for."

"Then I'm your man - or boy as the case may be," Ben said with a quick inhale of breath as Sonia bent down to kiss the tip of his prick. "I'll knock you up with all the babies you want and keep coming back to give you more."

"That's just what I wanted to hear," Sonia said with a wide smile as she released Ben's cock and settled herself on the couch, opening her thighs wide in obvious invitation.

"Keesha, what are you going to do while I'm busy knocking your mom up with your brother or sister?" Ben asked as he knelt between Sonia's legs and bent down to get a good look at the wet pink pussy lips buried in her thick black pubic hair.

"Oh don't worry about me," Keesha said as her naked body slid into Ben's view, "I'll be joining the fun."

"You see Ben," Sonia said with a sigh of pleasure as her thirteen year old daughter knelt next to the younger boy and started stroking his hard cock as he ate her mother's wet cunt, "once I realized that Keesha finally had a boyfriend - and that he'd managed to knock her up - I did everything I could to convince her that I didn't have a problem with her having a baby. And then I went even further to convince her that I'd really wanted you to knock me up."

"I was sure mom was trying to trick me into finding out who the father was," Keesha said as she rubbed her flat belly affectionately. "Yesterday she finally convinced me that she was willing to share you and that we could both have as many babies as we wanted from you."

"Wow," Ben said as he looked from mother to daughter, "just like that the two of you are willing to share me and let me knock you up over and over again?"

"That's right Ben," Sonia said as she reached down to run her hand affectionately through his brown hair. "And if I want to catch up with Keesha we better get started on our first baby right now."

"You don't have to ask me twice," Ben said with a smile as he pulled his prick out of Keesha's grip and slid up Sonia's body until the tip of his cock was wedged between the older woman's wet pussy lips.

"That looks so hot," Keesha said as she sat back and watched Ben shove his six inch cock into her mother's hungry pussy. "So Ben, what do you think the chances are that you'll knock my mother up with this fuck?"

"I have a very good feeling about this fuck," Ben said with a grunt as the head of his cock slammed into Sonia's cervix and his brown pubic hairs meshed with her black ones. "Besides, you know I've had a perfect record so far, I'm sure your mother will end up just as pregnant as you and every other girl I've fucked."

"Good," Sonia said with a moan as she wrapped her legs around Ben's ass to hold him close as he fucked in and out of her well oiled slit. "The sooner you knock me up the better."

"Oh, I'm sure I'll knock you up," Ben said as he rotated his hips every time his cock hit Sonia's cervix. "I always know when I'm about to knock a girl up."

"I wondered about that," Keesha said as she bent down to lick her mother's tits, catching the nipples between her teeth and teasing it with her tongue. "You always seem to know just when to fuck a girl so you can knock her up, but I still don't know how you do it."

"I don't know either," Ben admitted as continued to fuck Keesha's mother, "I think it has something to do with the Omnitrix but I don't really understand why it tells me when a girl is fertile. All I know is that when I know a girl is fertile and I fuck her she always gets pregnant. For all I know the watch could be why I'm so good at knocking up everyone I fuck."

Sonia groaned as she raised her hips off the sofa cushions to meet every thrust of Ben's cock as he slammed in and out of her hot wet cunt. "Fuck me Ben," Keesha's mother screamed, "fuck me and knock me up with Keesha's brother or sister."

"What if I knock you up with both?" Ben said with a mischievous grin, "after all you wouldn't be the first one to carry my twins."

"I'm not sure if I'm ready for two babies at once," Sonia grunted, "but once this one arrives I expect you to knock me up again - and again and again and again. In fact I expect you to keep knocking me up until I can't have any more babies."

"Wow mom," Keesha said, running her hands over her mother's belly as if she expected it to start swelling any second, "I didn't know you wanted that many babies."

"Neither did I," Sonia gasped as Ben started to pick of the pace of his strokes and she realized that it wouldn't be much longer before the boy shot his baby juice deep in her pussy as she had her own approaching orgasm, "but once Ben slipped his baby maker into my pussy all I could think of was how many babies I can have before I get too old."

"You're still young mom," Keesha said with a grin, "do you know how many babies that will be?"

"No," Sonia admitted as she humped back at Ben with every thrust, "but I'm sure I'll find out."

"I'm cumming," Ben screamed as he slammed his cock deep into Sonia's slit as his balls clenched as he shot wad after wad of baby juice deep into the older woman's cunt.

"Yes," Sonia screamed as her whole body exploded as Ben's cum splattered against the back of her womb. "Knock me up Ben, knock me up with your baby."

"I am," Ben panted as he tried to bury his spurting prick even deeper into Keesha's mother.

"That was so good," Ben groaned as he rolled off Sonia and lowered himself to the floor next to the couch.

"So Ben," Sonia said as she glanced down at her new lover, "when are you going to show me what you can do with your watch?"

"Soon," Ben promised as he frowned at the red dial of the omnitrix, "for some reason it's taking a long time to recharge right now. But I'll show you when I can."

"Don't tell me you're worn out already," Keesha said as she knelt next to Ben and grabbed his flaccid penis in her hand and held it steady as she brought her mouth down to kiss the tip.

"It always wears me out for a couple minutes when I actually knock someone up," Ben said with a moan as his cock started to harden as Keesha licked his shaft clean with her tongue. "But I don't think I'm going to be soft for long."

"Good, because watching you fuck my mom made me so horny I want to fuck you too," Keesha said, giving Ben a wide grin before swallowed his cock and slid it down her throat until her lips circled the base.

"You two go ahead and enjoy yourselves," Sonia said as she reached down to catch some of Ben's sperm as it leaked out of her slit and she used her fingers to push it back into her cunt. "I'll just lay here and let Ben's baby juice soak in while the two of you fuck."

"Thanks mom," Keesha said as she released Ben's now hard cock and straddled his hips, inching her way up his body until her drooling cunny hovered just an inch above his stiff cock. With a groan of pleasure Keesha lowered herself down on Ben's penis as he guided it into her wet slit.

"Oh yeah," Ben groaned as Keesha slid down his cock until it was buried deep in her pussy. The black teenager swivelled her hips and her black pubic hair meshed with his brown hair. "You know just how to fuck me Keesha," Ben moaned as the girl's cunt muscles rippled along the full length of his cock."

"I do have a good teacher," Keesha said, giving Ben a toothy grin as he reached up to massage her tender breasts until the nipples popped out with her own arousal and she leaned forward so Ben could suck on them.

"And who was that?" Ben asked in a teasing voice as Keesha slid her cunt up and down his quivering prick.

"You know very well Ben," Keesha hissed, placing his mouth next to Ben's ear as he sucked greedily on her tits, "you taught me everything I know about fucking. That's why I know what you like."

"And I know what you like too," Ben said as he switched his mouth to Keesha's other nipple.

"It's a good thing I like the same things you like," Keesha said, "otherwise I think we'd both be too horny for our own good. Now, are you going to shoot your cum inside me and give our baby a cum bath?"

"Oh yeah," Ben groaned as Keesha pulled her tits away from his mouth and arched her back as her body orgasmed around Ben's buried cock as Ben grabbed her hips to hold her steady as he shot his load deep in the black girl's body.

As Keesha draped her spent body across Ben's he looked up into her face and kissed her eyelids, "You know Keesha," he said as the older girl opened her eyes to look down at him with eyes full of lust, "I'm already looking forward to the day when you have the baby so I can knock you up again."

"Me too Ben," Keesha said with a sigh, "me too."

Chapter 13

"Old faithful strikes again," Gwen Tennyson said with a wry grin as she looked up from the stick of her home pregnancy to look at her reflection in the mirror of the medicine cabinet. As she looked at the freckles that stood out on her pale face she wondered if she was referring to herself or Ben as old faithful. In the twelve years since she and Ben had started fucking she'd managed to get knocked up eight times - nine times she reminded herself as she set the telltale stick down on the counter and rinsed her mouth out with some water from the tap.

Of course she wasn't the only one Ben kept knocking up. While most of the girls and women he fucked were content with one or two babies Ben still had his core harem of her, Jane, and Keesha, as well as his mother, her mother, and Keesha's mother. With her eight children she was right in the center for Ben's babies - right along with Keesha's eight children. Of course Jane had both of them beat with her twelve children (including two sets of twins) but she and Ben had been married for eight years now so she had more opportunity to fuck him then anyone else. And then there was Keesha's mother with nine of Ben's babies and another one starting to swell her belly again. Finally there was her and Ben's mothers with six children apiece, though it looked like Ben's mother was finally going to beat out her mother since she was carrying twins this time and her mother was only carrying one baby in her distended belly.

With a sigh Gwen wrapped her robe around her body and tied the belt before she turned to leave the master bathroom. She crossed her bedroom in three quick steps and opened the door to the hallway to see if she could hear what her children were up to. From the living room she heard the TV and recognized her oldest son's favorite cartoon show and nodded in relief, with no screams of snuffles of suppressed tears she was pretty sure her children weren't doing anything she had to worry about yet.

Closing the door to her bedroom Gwen stepped over to her dresser, she pulled the top drawer and selected a pair of powder blue panties and a matching bra. After she put on her underwear pulled open another drawer and stared thoughtfully at the t-shirts available before she grinned and picked out a blue on blue shirt with a stylized cart face on the front, somehow it seemed appropriate now that she knew she was carrying another one of Ben's babies. Finally she chose a pair of white caprea pants and pulled them on before she added her socks and tennis shoes and headed out to check on her children again.

She could still hear the cartoon show from the TV in the living room so she decided to let the older kids slide for a couple minutes while she checked on the younger ones. Opening the door to the children's room Gwen looked in and smiled at her eighteen month old daughter as she mumbled in her sleep and rolled her side in her crib. Just past the crib she could see her three year old son in his own bed as he opened his eyes at the sound of the door opening. Tim stared at her hopefully without lifting his head from the pillow and she smiled at him and gave him a nod. "Ok," Gwen whispered, "you can get up, but don't wake your sister up while you're getting dressed. I'll have breakfast ready in just a few minutes, ok?"

"Ok mommy," Tim whispered back as he threw off his blankets and sat up on the edge of the bed.

Gwen closed the door and headed for the living room just as she heard a short scream from her oldest daughter. "Perfect timing," Gwen muttered as she picked up her pace and rushed to the living room without actually running. She reached the opening to the living room and took a quick look around at her other six children seated around the living room. Eleven year old Kendle was standing in the center of the room apologizing to his ten year old sister Teena as she glared at her older brother. On one couch she could see eight year old Linda in the center with her seven year old brother Dennis on one side and her five year old sister Mindy on the other side as they watched their older brother and sister instead of the TV. The only one in the room who still had his eyes focused on the cartoon show was four year old Vincent.

"Ken Tennyson," Gwen said, giving her oldest son her best mother's glare, "what did you do to your sister?"

"I didn't do anything," Ken said with a nervous squeak as he looked up at his twenty-two year old mother. "She didn't believe me when I told her what I could do so I showed her."

"And what did you show her that would scare Teena like that?" Gwen demanded in her best no-nonsense voice.

"Well," Ken said nervously as he looked down at his bare feet. "I told her about how I can change into one of Uncle Ben's aliens."

"Oh really," Gwen said in obvious disbelief, "if you can do that then why don't you show me? Change it Fourarms."

"I can't," Ken sighed, "I can only change into one of Uncle Ben's aliens."

"Well then," Gwen said with a thin smile, "why don't you show me the one you can change into?"

"If you really want me to," Ken said, looking up into his mother's eyes like he was hoping she'd change her mind.

"Do it Ken," Gwen said.

"Ok," Ken said with a sigh as he took a step back from his mother. Gwen blinked away the green light that threatened to blind her and cast a defensive spell as she watched her son's body shift and grow before her eyes until she was looking up into the multi-faceted eyes of Horndog.

"Ken," Gwen said slowly as she dropped her spell and watched the nostrils in her son's alien face flare as if he was catching an unexpected scent, "how long have you been able to change into Sensoray?" she asked, careful to use the name Ben gave the alien in public instead of the one they used in private.

"Almost a year now, mom," Ken said sheepishly as his nostrils flared again. "I found out I could do it by accident, and the first time I changed I changed back after just a few seconds. But once I did it the first time I found I could do it again and I've been practicing until now I can hold this form for almost an hour."

"So you've been able to change into Sensoray for almost a year now and you never even thought to tell me?"

"It was our secret," Ken mumbled, "we didn't want to let anyone else know we could change until we could really control it."

"We?" Gwen asked as the word finally registered, "can someone else change into Sensoray?"

"Not Sensoray," Ken said, "Ben and Gwen can turn into Dittos."

"So," Gwen thought as she continued to look up at her son's large golden eyes, "you can change into Horndog and the twins can change into Ditto. I beginning to see a patern here but I better wait until I can talk to your father to see if he has an idea of what's going on here."

"Mom," Ken said as he blinked at his red haired mother, "did Uncle Ben knock you up again?"

"That's right," Gwen said with a weak smile, "you would be able to smell the difference. Yes Ken, your uncle and I are going to have another baby. Do you want another brother or sister this time?"

"I think another sister would be great," Ken said with a grin, "but I don't really care either way, I just like the idea that you and Uncle Ben are still making babies."

"Well I'm glad you're happy about it," Gwen said with a smile before she turned to look at the other children in the room, "but I want you all to remember that you can't say anything about who your father is - remember?"

"Yes mother," all her children said with an exasperated sigh. "You keep telling us we can't tell anyone that Uncle Ben is our father - except for our brothers and sisters."

"That's right," Gwen said with a comforting smile, "you can talk to your other brothers and sisters about your Uncle Ben if they're old enough to know the truth, but no one else."

"At least we don't have to be careful about calling him Uncle Ben," Teena said with a sigh. "Everyone knows he's really our cousin and they just think we're calling him uncle because he's older than us."

"That's right," Gwen said, giving her oldest daughter a nod before she turned to look around the room again. "Have any of you had breakfast yet?"

"Not yet, mom," Ken said. "You know all we can make is cereal, and we know you don't like us to have cereal every morning."

"In that case," Gwen said, giving her son a quick smile, "why don't you change back and I'll start the pancakes."

"Ok mom," Ken said with a smile that was obvious even on his strange but handsome alien face.

Gwen could sense the flash of red light behind her as her son changed back to his human form as she headed for the kitchen. With her magic Gwen started making the pancakes, sending pans, bowls, and other things flying around the room to mix the batter and heat the oil in the frying pan as she crossed to the phone. Before she had a chance to pick up the receiver the phone started to ring and Gwen picked it up. "Hello?" she said.

"Gwen," Keesha said on the other end of the line, "is that you?"

"It's me, Keesha," Gwen confirmed, "I was just thinking about calling you. Is something wrong?"

"I'm not sure if I'd say it's wrong," Keesha said in a rush, "but it's definitely strange."

"What happened?" Gwen asked as Keesha caught her breath.

"You're never going to believe this," Keesha said, "but just a few minutes ago I was working on an article when my laptop froze up. I was running through the regular tricks to try and free things up without shutting it down and losing my work when Misha came into the room. When she realized what had happened she asked if she could look at it and I decided to humor her since I'd run out of ideas anyway."

"Let me guess," Gwen said before her friend could continue, "Misha changed into a Greymatter and not only fixed your laptop, she upgraded it."

"How did you know?" Keesha asked in obvious surprise.

"Because I just found out that Kendle has been able to change into Horndog for almost a year now, and the twins are both able to turn into Dittos."

"That's impossible," Keesha said.

"You're saying that after seeing your own daughter change into a Greymatter?" Gwen said with a laugh as she watched the first pancake jump out of the frying pan and drop onto one of the plates lined up on the counter. "Keesha, I don't know how it happened, or why it's happening now, but I'm pretty sure the Omnitrix has something to do with it and I'm hoping that Ben will be able to put things together once he knows what's happening."

"I guess you're right," Keesha said, "I guess I better get off the phone and let you call him. By the way, are you still planing to send the kids over here after lunch?"

"All but Tim and Cindy," Gwen said, "they'll be taking their naps. But I'll send everyone else over when they're done eating."

"Okey, I'll see them then," Keesha said, "you see what you and Ben can come up with and let me know what you figure out."

"Will do, bye," Gwen said just before Keesha hung up. Gwen hit the disconnect on her handset and was about to hit the speed dial for Ben's cell phone when she noticed the smell.

"What in the world is that smell?" Gwen asked as she ran to the living room with the phone in one hand and covering her nose with the other one.

"Look at me mom," Teena's voice said from the form of a female Stinkfly with her oldest daughter's red hair that hovered above the floor.

"I don't have to see you," said as she waved the phone in front of her face, "I can smell you. Now change back before you stink up the whole house."

"Yes mother," Teena said dejectedly as she dropped to the floor and her whole body glowed red as it shifted back to her usual form.

"Honey," Gwen said as she gave her daughter and encouraging smile, "you can change and practice your new powers all you want when you're outside and no one can see you, but don't change in the house, ok?"

"Ok mommy," Teena promised.

"Now, who's first for pancakes?"

A few hours later Gwen was still trying to assimilate everything she'd learned that morning, washing the lunch dishes by hand just so she'd have something to do with her hands as she thought. She didn't even hear it when Ben used his key on the front door and walked in. "Gwen," Ben called, "where are you?"

"In the kitchen Ben," Gwen called as she rinsed off the last lunch plate and added it to the dish dryer.

"I got your message," Ben said as he entered the room and crossed it to stand behind his sister/cousin as she pulled the plug on the dishwater and waited for it to drain from the sink. "You didn't really say what was wrong but it sounded important so I got over here as soon as I finished classes. I even passed up a date with a girl I knew I'd be able to knock up."

"Sorry about that Ben," Gwen said with just a hint of sarcasm, "it probably could have waited until after you knocked her up."

"Gwen, I did get here as soon as I could," Ben pointed out. "I can't exactly skip any of my graduate classes you know."

"I know," Gwen sighed, "you have to get your masters if the Plumbers are going to hire you like they promised. But this really is important."

"So where are the kids?" Ben asked as he took a quick look around the room. "Are they alright?"

"The kids are fine," Gwen said, "they're playing over at Keesha's - except for Tim and Cindy, but the kids are what I want to talk to you about."

"Are you sure about that?" Ben asked as he slipped his hands under Gwen's shirt and ran them up to grope her tits through her bra. "Considering the shirt and pants you're wearing I thought you might be trying to remind me of something - like the first road trip we took with Grandpa Max?"

"Well I was thinking about that after I found out I was pregnant again this morning," Gwen admitted.

"I thought I knocked you up last month," Ben said with a grin as he pushed Gwen's bra up so he could fondle her bare breasts and tweak her nipples until they popped erect against his fingers.

"You always know don't you Ben?" Gwen asked with a sigh of pleasure as her cousin's experienced hands continued to play with her tits and she felt her pussy getting wet in anticipation of what she knew was coming. "But I did call you because of the kids."

"What about the kids?" Ben asked as he kissed the back of Gwen's neck and shifted one of his hands down her body until he slipped it into her pants and squeezed her wet cunt through her panties.

As Gwen told Ben about Ken and the others he pulled her shirt and bra off and pushed her pants and panties down to her ankles so she could kick them off her legs as he opened his zipper and pulled out his stiff cock. "So, any ideas?" Gwen finished as Ben ran the tip of his eight and a half inch cock along her wet slit.

"Oh, I have plenty of ideas," Ben chuckled as Gwen bent forward so he could aim his cock at her red furred cunt.

"I meant about the kids," Gwen said with a moan as Ben sank his cock into her with one quick thrust.

"Them too," Ben said with a grunt as Gwen slammed her ass back to meet hist thrusts. "We've known for a long time that there was more to the Omnitrix then just changing me into an alien. In fact I've suspected for a while that part of the reason I have such a high libido is because of the watch. Now I think there's even more to it then that, I think the Omnitrix could be altering the DNA of my sperm so that every time I knock a girl up the baby has the potential of changing into the alien that I've just been - or that I change into just after we fuck."

"So you noticed the pattern too," Gwen panted as her body quivered with her approaching orgasm, "Kendal can change into Horndog - the alien you changed into just before you knocked me up the first time - Ben and Gwen can change into Dittos - the alien you changed into just after you fucked Jane."

"And Misha can change into a Greymatter - the alien I changed into just after I fucked Keesha."

"Don't forget Teena," Gwen moaned, "you knocked me up with her just after a battle where you were flying around as Stinkfly."

"That's right, I did," Ben grunted as his balls clamped tight with one last thrust as he buried his cock deep into Gwen's already pregnant belly and screamed his pleasure as he shot his load."

"Oh damn," Gwen screamed as her body went tense and her pussy clamped down hard on Ben's cock to milk his baby juice into her belly.

"You're such a great fuck Gwen," Ben groaned in his sister's ear as he pulled his limp cock out of her wet pussy.

"You say that to all the girls you fuck Ben," Gwen said with a happy grin.

"Because it's true about every girl I fuck," Ben said with a chuckle.

"Ben," Gwen said as a sudden thought struck her, "just how many girls have you fucked and knocked up? How many kids do you actually have?"

"I don't know," Ben said with a frown, "it's hard to keep track after a while. Especially since I lost touch with a lot of the girls I fucked during the second and third road trips we took with Grandpa Max. But if I had to take a guess I'd have to say I have two or three hundred kids out there besides what I have with the family, Keesha, and her mother."

"That many," Gwen asked in surprise, "you've been busier than I realized. Anyway, Ben, what if every one of your kids has the ability to change into one of your aliens?"

"That's a lot of aliens," Ben said thoughtfully.

"It would make quite an alien defense force," Gwen said thoughtfully.

"I wonder if that's what the Omnitrix was doing all this time," Ben said. "Creating a force of human aliens to defend Earth against alien attack. In fact you could say that I've created the Ben Ten Alien Force."

"You're joking," Gwen said with a choked laugh.

"Not really," Ben said thoughtfully, "once my kids start changing a showing up all around the country I could go to the Plumbers and suggest that they take the kids in and use them as a defense force with me as the trainer and commander. When you think about it that way the name actually fits - in fact I bet someone else will come up with the name even if I keep my mouth shut."

"I think you could be right Ben," Gwen said as she bent down to pick up her clothes and pull them back on as Ben pushed his limp cock back in his pants and zipped them up. "The Plumbers would probably love the idea of having their own alien defense force and I'm sure they'd find a way to support your kids while you train them, and someone probably would come up with the same name you just suggested - but they'd never know how accurate the name was."

"I hope not," Ben said with a chuckle. As Gwen finished putting her clothes on Ben signaled for her to listen. "Did you hear that?"

"Yes," Gwen said after she listened to the sound of squeaking springs and moans of pleasure, "but who could it be?"

"Are you sure the kids are all at Keesha's?" Ben asked as he looked past the living room to the hall beyond it.

"I thought they were," Gwen said in a whisper, "but I guess someone could have come back while you and I were busy in the kitchen. "The sounds are coming from the girl's room."

"I can hear that as well as you can," Ben hissed. He crept up to the door and eased it open until he could peer into the room and see the two children on the bed before he moved aside so Gwen could see what was happening. As Gwen opened her lips in surprise Ben put his hand over her mouth and closed the door as silently as he'd opened it before he pulled her back into the living room.

"Ben, do you have any idea what you're doing?" Gwen said as the sound of her two children fucking continued to come from the other room.

"What can I say?" Ben asked with a shrug, "like father like son?"

"And like mother like daughter," Gwen agreed with a choked giggle, "more than you realize since Teena had her first period just two weeks ago."

"I suspected that," Ben said. "I don't know if Ken has the same chance to knock up Teena as I would, but if he has a chance to do it he probably has already."

"I guess you're right," Gwen said with a sigh and then frowned at Ben as he started to chuckle. "What's so funny?"

"I was just wondering, do you think we'll find out it eleven years what you get when you cross Horndog with Stinkfly?

Chapter 14 time break

en Tennnyson's scream of joy was lost with the same call emerging from hundreds of other students as they escaped the middle school with the last bell of the school year. Normally the last bell would have meant time for Ben to meet up with his cousin Gwen as Jane and Keesha in the old control room behind the gym bleachers but Gwen had spent the last three months being home schooled after the birth of their son Ken and Jane (who was living with Gwen and her parents and huge with the approach of their twins birth) had joined her old friend in her home based classes. Keesha was still around and Ben would have enjoyed meeting her for a good hard fuck to celebrate the end of the school year but then he'd be late to meet up with Grandpa Max so the two of them had agreed after their morning fuck to skip the afternoon fuck and sealed the room for the summer.

For a second Ben thought he saw Keesha's black braids coming out of the upperclass wing of the school but when the black girl turned to talk to a classmate Ben realized that she was missing the bulge of Keesha's pregnant belly and he realized he was mistaken. Ben turned at the familiar sound of the rustbuckets belching roar and saw his Grandpa Max pull into the parking area in front of the school and come to a stop to wait for him.

"Hi Grandpa," Ben called as he opened the back door of the rustbucket and let himself into the dining area of the old RV.

"Hi Ben," Grandpa Max called from the drivers seat, "you ready for another summer on the road."

"I sure am," Ben said excitedly as he opened the closet and tossed his book bag onto the floor. He noticed that some of his clothes were already hanging up in the small cupboard before he closed the door on the last reminder of school. "And this time it's just us guys, the way it's suppose to be with no bossy girls to spoil the road trip."

"Actually Ben," Grandpa Max started hesitantly, before he could finish Gwen swivelled the bucket seat on the passenger side around and glared at Ben.

"Is that the way you talk about your cousin and the mother of your son?" Gwen asked, the redhead adjusted the blue barrette in her hair and then folded her arms below her milk filled breasts as she glared at her cousin and half-brother.

"Gwen?" Ben said in surprise, taking in the familiar white cabri pants and blue on blue tee shirt with the cat emblem between the wet spots formed by the milk dripping from her nipples where they formed bumps against the fabric of her shirt. Ben tried to keep his mind off how much he wanted to suck his cousins nipples and fuck her pussy and stay focused on what was happening. "I thought you were going to spend the summer at home to take care of Ken and avoid having a second baby before our son is a year old."

"That's what I had in mind," Gwen agreed as Grandpa Max pulled the rustbucket out of the school parking lot and headed for the interstate, "but I was outvoted. Our parents, Jane, Keesha, and Keesha's mom all decided that Grandpa Max would need help to make sure that you don't end up impregnating half the girls in the continental US."

"But Gwen," Ben started to whine, taking a seat at the dinning room table when he realized that he was still standing, "I'm not going to go fuck crazy. I don't need a babysitter."

"That's not what we decided," Gwen said matter of factly.

"Who is we?" Ben asked sourly.

"Me, your mom, my mom, Jane, Keesha, and Keesha's mom," Gwen said, listing off all the women Ben had fucked and impregnated in the past year. "Look Ben, we don't mind if you fuck other girls while you're out with Grandpa Max for the summer. In fact we expect you to fuck other girls, with your sex drive I think it's a miracle that the six of us are able to keep you satisfied. But we don't want you to fuck every pussy you come across this summer because that would probably mean a noticeable rise in the birthrate in the next nine to twelve months."

"Maybe," Ben admitted with a mischievous grin as he thought of the possibilities.

"Since our moms and Keesha's mother have to work they couldn't join the two of you for the summer. Since Jane is carrying your twins she's way to big to spend the summer traveling around the country in an RV, especially since the babies are due the end of this month. Keesha might be able to travel with you since her baby isn't due until the end of the summer, but you wouldn't be able to pass her off as a family member so she's out too. And that leaves me to join you for the summer while my mom and Jane take care of Ken for me. Hopefully I'll take the edge off your libido so you don't end up impregnating every girl you meet over the next three months."

"Maybe," Ben said with a smirk, "but if I'm fucking you every night you'll be knocked up by the end of the summer again. Are you sure you want to have two babies in less than a year?"

"Jane doesn't seem to mind having two in one year," Gwen pointed out, "and as it turns out I'm already going to have another baby."

"What?" Ben asked, his head snapping up to look at the impish grin on his cousin's face. "When did you get knocked up? Are you telling me that all those condoms I wore were a waste?"

"I'm afraid so Ben," Gwen said. "You remember that fight we had with Doctor Animo about seven weeks ago?"

"I remember," Ben said with a reminiscent smile.

"I remember hearing about the fight," Grandpa Max said from the driver's seat, "but I never heard about you getting knocked up from a fight Gwen. In fact I didn't know you were pregnant again until you mentioned it just now."

"Ben knocked me up after the fight Grandpa," Gwen said, "but I thought I was safe at the time so I didn't know I was pregnant until mom gave me a pregnancy test this morning after I complained about my upset stomach."

"It sounds like it could be a fun story," Grandpa Max said, "why don't you tell me what happened."

"I have an even better idea," Ben said. "Since I missed my afternoon fuck I could really use your hot little pussy wrapped around my cock right now."

"Well that is what I'm here for," Gwen said with a broad grin as she got up from the passenger seat and made her way back to the dining area. "And we can still tell Grandpa Max the story while we're fucking."

"I guess that means I get to enjoy a show and the story at the same time," Grandpa Max said, glancing over to make sure that the rustbucket's interior cameras had a clear view of the two eleven year olds before he set them to record the show. "So tell me what happened after your fight with Animo."

As Gwen walked to the back of the rustbucket she slid her pants down to her ankles and stepped out of them, but Ben hardly noticed that when he realized that his redheaded cousin wasn't wearing any panties. "What gives Gwen?" Ben asked with a slow grin as his eyes focused on the light red fuzz his cousin had grown around her slit since their son was born. "Why aren't you wearing any panties?"

"Why should I," Gwen asked with a soft chuckle as she knelt in front of Ben and unzipped his pants. As she pulled her cousins cock out of his underwear she licked her lips before she continued. "I knew what we'd be doing so I figured, 'why bother with panties if I'm just going to take them off in a few minutes anyway. I wouldn't even bother with my pants or shirt except that someone could look in and see me while I'm sitting up front with Grandpa Max. Ben, why don't you start the story while I suck your cock and get you ready?"

"Sure," Ben said with a gasp of pleasure as Gwen licked his hardening cock before she sucked it into her mouth. "It all started out with Doctor Animo learning how to control spiders with that weird helmet of his. He decided that a regular spider just wasn't big enough for him to control the world with so he mutated them into these giant monsters with big hairy legs and mandibles large enough to cut your head off."

"Ben," Gwen warned before she sucked his six inch penis between her lips and down her throat.

"So maybe I exaggerated," Ben admitted with a shrug that turned into a shudder of pleasure as Gwen suck on his cock. "Maybe they were about the size of my hand, but if I'd been Greymatter they would have looked like giants. Anyway, I wanted to take them on as Heatblast since I figured my fires would burn through their webs like they weren't there, but the watch messed up and I ended up being Stinkfly instead. I don't know if those spiders saw me as a giant meal or their worst nightmare, but they weren't big enough to actually hurt me so I was able to take them on no problem." Gwen wagged her finger at Ben without releasing his cock and he quickly modified what he'd already said, "At least I didn't have any trouble with Gwen helping me out as Lucky Girl. Of course it was a little hard to keep my mind focused with her running and jumping around in that tight black outfit of hers, but I managed to keep my mind on business."

"Right," Gwen said as she let Ben's now hard cock slide out of her mouth. Why don't you let me tell the rest of the story? At least I won't exaggerate.

"Ok fine, tell the story your way," Ben said, bracing himself on the cushioned bench while Gwen straddled his thighs and held his cock steady while she guided it toward her dripping pussy lips. "But what am I going to do while you're telling the story?"

"I have an idea," Gwen said with a hiss of pleasure as she settled herself into her cousin's lap with his cock buried deep in her tight hot cunt. "I nursed Ken just before Grandpa Max picked me up for the road trip, but my tits are already full of milk again. I have a breast pump but I don't want to use it unless I have to, I'd rather have you and Grandpa take care of my little milk problem."

"Sounds like fun," Ben said with a broad grin. "Hold your arms up so I can pull your shirt off, then I'll suck you dry while we fuck and you tell Grandpa Max the rest of the story."

Obediently Gwen raised her arms above her head as she ground her hips against Ben's, anxious to get started with their actual fuck. Ben grabbed the bottom of his cousin's shirt and pulled it up and over her head with one quick gesture and then tossed it over to where she'd left her pants on the floor. Now Gwen was totally naked except for her shoes, socks, and the blue barrett she usually wore in her hair. As soon as Ben managed to catch one of her erect nipples between his lips Gwen started flexing her legs to raise herself up and down on her cousin's rock hard cock while he did his best to suck her tits dry.

"Once we managed to take care of Doctor Animo's mutant spiders all we had to do was catch the good doctor himself, but he was doing a good job of escaping when I came up with an idea to stop him," Gwen said with a sigh of pleasure as she rode her cousin's cock.

"You want me to do what," Ben asked, flying next to his cousin as they chased after the fleeing Doctor Animo.

"Hit him with your slime," Gwen repeated, "I have an idea. Just make sure that you cover him from head to foot."

"I don't know what you have in mind," Ben said as he buzzed off after Animo, "but if you want him covered in slime I'll do it."

As soon as Ben managed to catch up with Doctor Animo the older man turned to glare at him, his long white hair flying freely under his home made mind control helmet. "You'll never catch me Ben Tennyson," he gloated, "never!"

"Maybe I won't catch you," Ben said in his buzzing Stinkfly voice, "but at least I can slow you down until Lucky Girl can stop you." Ben turned the four slime projectors on his head toward the doctor and fired everything he had in one burst. The blast of green slime struck Doctor Animo in the chest with enough force to knock him off his feet so he landed flat on his back in a slick green puddle.

"Curse you Ben Tennyson," Doctor Animo said, wiping the slime off his face and shaking his fist at the young hero. "I'll get you for this indignity or my name isn't Doctor Aloysius Animo."

"Yeah, yeah, yeah," Ben taunted, "that's what you always say. But I'm still here and you're still going to jail again."

Gwen managed to catch up with the two of them while they were exchanging insults and she opened her spell book to the spell she had in mind while Doctor Animo was still trying to get out of the slippery slime puddle. Gwen's voice took on the echoing quality it usually did when she was casting a spell and when she finished the final syllable the green slime hardened, trapping Animo in a green stinky shell.

"Curse you girl," Animo screamed as he struggled against the hardened slime that held him in a slightly raised position. "I'll get you too Gwen Tennyson, just you wait and see what I have planed for you."

"I can wait for what you have in mind Doctor," Gwen said. "But right now there's something I can't wait for. Ben, get down here and change right now."

"What's wrong Gwen?" Ben asked as he landed nest to his cousin.

"I said change," Gwen said, grabbing her cousin by his collar and trying to pull it off his Stinkfly form. "It's been almost three months since I was fucked and right now I'm so horny I need you inside me right now."

"But what about Doctor Animo?" Ben asked, gesturing toward their captive audience as he deactivated the Omnitrix and changing back to human before the watch timed out.

"I don't care," Gwen said as she pulled her cousins clothes off his body as fast as she could. "And I don't think he does either. Think of it this way, we'll give him a memorable show, and who's going to believe him if he talks?"

"You do have a point," Ben admitted while Gwen removed her own clothes until she was just as naked as he was. He gave his cousin an appreciative smile as he looked her over. She'd already managed to lose most of the extra weight she'd gained during her pregnancy and he could just make out a red shadow where her pussy hair had started to grow back after they'd shaved her during childbirth. The only part of her body that hadn't returned to normal were her breasts, full of milk and several sizes larger than they were when the two of them first started fucking almost a year earlier.

"Are you sure you want to fuck here and now?" Ben asked as Gwen finished removing the last of her clothes. "I thought you were still sore from giving birth, and are you sure you're safe because I don't have any protection on me."

"Ben," Gwen said in exasperation, "I'm sure everything is fine. I'm not sore anymore and my period just ended two days ago so I'm sure I'm in a safe period right now."

"Are you sure?" Ben asked nervously, "because if I didn't know better I'd swear that my senses are telling me that you're in the middle of your fertile cycle right now."

"It must be your imagination Ben," Gwen said as she grabbed her cousin by the arm and dragged him toward Doctor Animo, "trust me, I'm safe. But even if I wasn't I'm too horny to worry about anything as trivial as getting knocked up with another baby. Now come on, I have an idea how we can make sure Doctor Animo never talks about this."

"What's your idea this time?" Ben asked.

"We're going to include Doctor Animo," Gwen said with a grin, "that way if he does say anything he'll have to admit that he had sex with a minor and that will add several years to his sentence."

"Haven't the two of you embarrassed me enough already?" Doctor Animo asked as the two cousins came up to where he was trapped in Stinkfly's hardened slime. "What do you have in mind for me now?"

"Something I think you'll enjoy for the rest of your life," Gwen said as she got down on her hands and knees in front of the doctor. "Ben, you fuck me from behind and I'll give Doctor Animo a blow job while do me doggie style."

"You can't be serious," Animo said, watching Gwen as she used her magic to clean the hardened slime from around his crotch so she could pull down his zipper and pull his semi-hard cock out of his pants.

"Oh, I'm very serious," Gwen said, stroking Doctor Animo's cock and opening her legs slightly so Ben could play with her wet pussy before he slid his prick into her, "so relax and enjoy the show."

"I will," Animo said with a soft moan of pleasure when Gwen licked the tip of his prick.

Gwen was a little surprised at the size of Doctor Animo's cock, at just over seven inches it was the longest one she'd ever seen, but it was so skinny she thought it might be even thinner than Ben's. When she saw the doctor close his eyes in pleasure she leaned forward and sucked his cock between her lips and down her throat.

While Gwen was satisfying Animo Ben was working on her. It was obvious to him that his cousin really was ready to fuck, her pussy was so wet that he didn't think he'd ever seen her so wet. As soon as he was sure Gwen was ready Ben grabbed is cock and slid it along his cousin's slit until his shaft was coated with her juices and then he aimed the blunt head for her pussy lips and shoved his hips forward in a quick thrust that buried his prick deep in Gwen's belly.

When Ben slammed his cock into Gwen's cunt he pushed her forward on her hands and knees, forcing Doctor Animo's cock between her lips and down her throat. Fortunately for Gwen she'd managed to take a deep breath before swallowing Animo's prick so she didn't panic as the shaft slit down her throat. Thankfully the doctor's cock was thin enough that she was able to breath around it even as the head reached further down her throat than any other cock she'd ever sucked. Gwen wasn't sure what excited her more, the cock in her mouth or the cock in her pussy but she could feel the sexual energy flowing through her body to build up in her belly as she approached her first orgasm in weeks.

"Fuck the little slut Ben," Doctor Animo urged in a strained voice as Gwen gave him the first blowjob of his life.

"Don't call my cousin a slut," Ben panted as he fucked Gwen's tight preteen cunt from behind. "What makes you think she's a slut anyway?"

"Well it's obvious she's done this before," Animo said with a moan of pleasure as Gwen slid her throat up and down his cock while he struggled against the hardened slime to force his shaft even deeper in her throat. "I'd have to say that any girl who fucks like this must be a slut."

"I guess you're right," Ben admitted. "Of course you realize that she's my tight little slut and this is all you'll ever get from her."

"We'll see about that," Doctor Animo said. "When the world finally recognizes my intellect and makes me the ruler of the world you'll see what your cousin does for me just before I have you killed."

"Whatever," Ben said, he could tell from the way Gwen's pussy was squeezing his cock that his cousin was about to have her orgasm and from the way his balls were quivering he was sure he was going to cum right along with her.

Gwen felt Ben grab her hips and she slammed her ass back to meet Ben's next thrust as he buried his cock deep in her and she squeezed her pussy muscles tight around her cousin's cock to hold him deep in her belly as he shot his load with a scream of pleasure. As soon as she felt Ben's cum in her cunt Gwen body exploded and she let Animo's cock slip out of her mouth just as he shot his own load all over her face and red hair.

"Wonderful," Animo groaned, his eyes rolling back in his head with pleasure.

"It sure was," Gwen said, turning to give Ben a tongue filled kiss before she turned back to put Animo's cock back in his pants and replace the hardened slime that she'd removed earlier.

"Remember doctor," Gwen said when she saw Animo's eyes focus on her, "if you say anything about this you'll be admitting that you're a pedophile, so I suggest you keep quiet."

"I will," Doctor Animo promised. "By the way Gwendolyn Tennyson, when I take my proper place as ruler of the world I'm going to give Ben the punishment he has coming, but after today I have a special reward for you. When I'm in charge I'll make you my personal sex slave."

"You really are a pervert," Gwen said, giving Doctor Animo a quick kick that he probably felt through the hardened slime covering his crotch. "Come on Ben, we better get dressed and get out of here before the police show up."

"And that's what happened after we took down Doctor Animo," Gwen finished as she continued riding up and down Ben's cock while he sucked her second tit dry. "So far the doctor's kept his mouth shut about our activities, although he did manage to escape a week and a half ago."

"But Gwen," Ben said letting her wet tit slip out of his mouth, "I thought you said you'd just finished your period and you were safe. How did you end up getting pregnant again?"

"Well," Gwen said with a weary smile, "what I didn't realize was that right after you give birth your period can be erratic. Apparently you were right and I really was in my fertile period when we fucked, and you knocked me up with baby number two that day."

"Are you sure?" Grandpa Max called from the drivers seat, "as you said, your periods are erratic right after you give birth. Sometimes it can be so erratic that you skip a month."

"That's what I hoped at first," Gwen said, she could feel her belly starting to quiver with her approaching orgasm while she continued to ride Ben's hard cock. "Especially since it's so hard to get pregnant while you're lactating. But I've been feeling sick to my stomach for a couple weeks now and when I finally told my mother about it this morning she gave me a home pregnancy test and it was positive."

"Just in case I think we should swing around and see your Great Uncle Gary and have him run a few tests just to be sure," Grandpa Max said. "I can set up an appointment for next week, and this time I think it would be a good idea if you joined us Ben."

"Do I have to?" Ben whined, his breath coming in pants as his balls started to jump with his approaching orgasm. "Why do I have to see the doctor when Gwen is the one who's pregnant?"

"True," Grandpa Max admitted, "but as a former plumber as well as a doctor your Great Uncle Gary may have a few ideas about you and the Omnitrix to work with. So this time you'll be going to meet the doctor with us."

"Whatever," Ben sighed, laying back on the padded bench and grabbed Gwen's hips while he bounced his ass off the bench to meet every one of his cousin's thrusts. "I'm going to cum Gwen."

"So am I Ben," Gwen screamed. "Fuck me, fuck your pregnant cousin like you were going to knock her up again."

"Yes," Ben screamed as Gwen slammed her hips down one more time and wiggled her ass around on his thighs until he couldn't take it anymore and shot his full load into his cousin's thirsty cunt.

"I'm cumming," Gwen shouted, her whole body shuddering with pleasure as her cunt milked the baby juice straight from Ben's balls.

"Thank you Ben," Gwen sighed as she let her body collapse on top of her cousin so that her erect nipples poked him in the chest.

"No, thank you Gwen," Ben said, giving Gwen a quick kiss. "I'm glad you decided to come with us for the summer."

"So am I," Gwen said, "but I think we may need a way to hide my belly before we get back home. Last summer I was already starting to show, and this summer I have a head start on last year."

"I'm sure we'll find a way to manage," Ben said, giving Gwen another kiss. "Somehow we'll manage, we always do."

Chapter 15

"I hate going to the doctor," Ben muttered under his breath as he looked around his Great Uncle Gary's waiting room, "especially when I'm not the one seeing the doctor."

Ben picked up a children's magazine from the table in front of him and flipped through it. The eleven year old glanced around at the patients waiting to see the doctor without really paying attention to any of the articles or stories until he flipped back to the front of the magazine and realized that it was almost a year old. He wondered why there were so many preteen girls waiting to see his uncle, and why most of them had swollen bellies under their small tits.

"Hi," a blond girl about Ben's own age said to him as he tossed the magazine back on the table, "are you waiting to see Dr. Gary?"

"Not really," Ben said, crossing his arms and glaring at the girl in hopes that she'd get the hint and leave him alone. When the girl didn't go away Ben took a closer look at her couldn't help but notice how cute she was when she gave him an impish grin. "If you must know, Dr. Gary is my great uncle, and we're here so my cousin Gwen can see him."

"Your cousin, eh?" the girl said with a knowing grin. "Does that mean that you knocked her up? Or was it someone else in your family?"

"How did you know," Ben started and then caught himself when he realized what he was about to admit. "I mean, what makes you think my cousin is pregnant?"

"Because all the girls here are pregnant, or want to get pregnant," the girl giggled. "In my case my mom likes the idea of having a doctor's baby for a grand child so when I told her I wanted to have a baby she brought me here."

"You mean my great uncle is a . . ." Ben hesitated, trying to find the right words

"A baby doctor and a baby maker," the girl said with a smirk. "Doctor Gary didn't knock up all the girls here, but he did knock up most of them."

"And how do you know that . . .. Say, what is your name anyway?" Ben asked, suddenly realizing he didn't even know who he was talking to.

"Oh, I'm Kathy," the girl said, giving her long blond hair a quick flip behind her back. "And I know about all this because Doctor Gary is my father, and the father of my sister's baby too. So I know all about your great uncle and how much he likes to make babies in little girls."

"I didn't know about that," Ben said, "I just knew that he was a doctor our grandfather knew he could trust. By the way, I'm Ben."

"Hi Ben," Kathy said, slipping her hand between his thighs to stroke his semi-hard cock through his pants. "Are you as horny as I am?"

"I think so," Ben said, turning to give Kathy a good hard look for the first time, he couldn't help but notice the way her erect nipples strained against the thin fabric of her tight blouse as she spoke. He also realized that he could sense how fertile she was and he knew that if he fucked the girl he'd knock her up for sure.

"In that case," Kathy said, grabbing Ben by the wrist and sliding his unresisting hand up under her blouse so he could get a good feel of her small tits and hard nipples, "how would you like to fuck me?"

"But I thought you were waiting to fuck Doctor Gary. Ben said playing with Kathy's tits with one hand while he slid the other one under her skirt to play with the bare wet pussy he found between her thighs.

"I was," Kathy admitted, "but I'm horny now, and I don't care who knocks me up as long as I have a baby nine months from now."

"What about your mom?" Ben asked, he could feel his cock getting harder by the second while Kathy continued to trace the outline of his prick through his pants. "I thought she wanted you to fuck Doctor Gary."

"I don't think she cares who I fuck, as long as I give her another grand baby," Kathy said with a shrug. "Just in case you're still fighting your obvious desire, here's one more thing you should know. I'm a virgin."

"Really?" Ben asked, his cock jumping in anticipation of fucking another virgin. "But you're such a . . ."

"Slut?" Kathy finished with an impish grin. "A girl can be a slut and a virgin at the same time. So what do you think Ben, do you want to pop my cherry and try to knock me up before my father has a chance."

"Sure," Ben said with a grin. Even before the word was out of his mouth Kathy had her fingers on the zipper of his pants and the next thing he knew she was pulling his hard cock out of the opening in front of everyone else in the waiting room.

"Kathy, what are you doing?" Ben asked as the blond straddled his legs, facing the rest of the room while she coated the head of his cock with the juices from her slimy slit. "What are the other girls going to think?"

"That I'm a lucky slut and that they'd like to be me," Kathy said. "Just look at the way they're all playing with themselves while they watch us."

"I guess they are," Ben said, watching the pregnant girls as well as their mothers while they played with their pussies, their eyes glued to Kathy as she lowered herself slowly down on his cock.

Ben felt Kathy's pussy lips stretch around the head of his cock and fought the desire to shoot his load in the tight hot opening of the girl's wet cunt. He could feel his finger nails biting into his palms as he balled his fists and resisted the temptation to cum as Kathy wiggled her ass and let her pussy drop a fraction of an inch down his shaft until the tip of his prick came up against the thin barrier of her hymen. "You're so fucking big," Kathy hissed through clenched teeth. "I want you inside me, I need you inside me, but this is going to hurt so much."

"Only for a second," Ben whispered in Kathy's ear, her blond hair fluttered from his breath as he continued, "and only this one time."

"Ok," Kathy said, coming to a decision. The young blond lifted her hips up until only the tip of Ben's cock was in her pussy and then she slammed down with all her weight, driving Ben's cock through her cherry and deep into her belly as her ass smacked into his thighs loud enough for everyone in the waiting room to hear it.

"Oh God," Kathy groaned as a shudder of pain ran through her body, "I knew it was going to hurt, but I didn't think it would be like that."

"It won't last very long," Ben said, bringing his hands up to play with Kathy's tits under her blouse as he checked out the envious looks of every other girl and woman in the waiting room. "Wait until my cock starts to feel good and then start fucking me. Once the pains gone you'll have so much pleasure you'll forget all about it."

"It sounds like you've done this before," Kathy said, turning to give Ben a weak smile.

"Let's just say that you're not my first virgin," Ben said with an impish grin.

"Well I'm glad one of us knows what their doing," Kathy said with a sharp his when she shifted her ass on Ben's lap.

"Don't worry, it will pass soon and then you'll discover just how much fun it is to fuck," Ben said.

Ben concentrated on Kathy's tits, massaging the small mounds and rolling her hard nipples between his thumb and index finger until Kathy felt good enough to start shifting her ass around on his lap with a groan of pleasure instead of pain. "That's it," he urged. "Start slow but when it feels good start riding my cock."

"It already feels good," Kathy moaned, "do you mean it's going to feel even better."

"Much better," Ben promised as Kathy started to raise her pussy up and down the shaft of his cock.

Once Kathy started riding Ben's cock it didn't take long for her to pick up the pace until she was sliding up and down his shaft so fast he had trouble keeping his hands on her tits and had to give up on her bouncing breasts to hold on to her hips so he could hold her steady while she slapped her ass hard against his thighs with every stroke.

"Oh God," Kathy almost screamed, "I never thought fucking would be this good. I think my belly's going to explode it feels so good."

"I told you it would feel good," Ben hissed through clenched teeth, once again trying to hold back his own orgasm until the little girl in his lap had hers. "Cum on my cock Kathy, cum at the same time I do. Cum while I knock you up with your first baby."

"Yes, yes, yes," Kathy screamed. She slammed her bare ass down on Ben's thighs one last time and clamped her pussy hard around his cock as her whole body shivered through it's first fuck induced orgasm. When Kathy's cunt muscles started to milk his cock Ben finally let go of his self control, he felt his balls clench tight against the base of his prick and held the shuddering little girl tight as he shot five wads of baby juice deep into her fertile belly.

"Thank you Ben," Kathy said, shivering slightly against the cold air after the heat of their hard fuck.

"No, thank you Kathy," Ben said as the blond girl lifted her pussy off his softening cock with an obscene slurp. She licked his shaft clean, obviously enjoying the taste of their mingled juices, then stuffed his soft prick back into his pants and zipped them back up.

"You're the first virgin I've had in months," Ben told Kathy after he gave her a quick kiss on the lips, "and I always enjoy knocking up girls like you. Do you promise to remember my name when the baby comes?"

"Of course Ben," Kathy said, returning his kiss with relish, "I'll never forget your name."

While Ben was doing his best to knock up Kathy, Gary was finishing Gwen's examination. The doctor pushed his wheeled stool away from the examination table and nodded to Grandpa Max and Gwen. "You're pregnant alright," Gary confirmed with a not to his brother in law and great niece. "About eight weeks, just like you figured. I take it that this is Ben's baby? Just like last time. I thought you were going to give me a shot at this one."

"Sorry Uncle Gary," Gwen said with a quick blush, "I didn't expect to get knocked up so soon. In fact I thought I was safe when I asked Ben to fuck me that day."

"I understand that Gwen," Gary said with a casual wave of his hand, "but do you know what people who depend on the rhythm method are called?" Gwen gave her great uncle a puzzled look and a quick shake of her head, "They're called mother. Really Gwen, trusting the timing of your period is the worst way to protect yourself against unwanted pregnancy. But then this isn't exactly an unwanted pregnancy is it?"

"Not unwanted," Gwen admitted, "just earlier than desired. I do want the baby, I just didn't plan to have her so soon after the first one."

"I see," Gary said, he got up from his stool and walked over to the trash can before he removed his latex gloves with a snap and then moved over to the sink to scrub his hands. "Well next time remember to use some kind of protection or you could end up with another surprise before you want it."

"I'll remember," Gwen promised as she kicked against the side of the examination table with her bare heels. "But I think you're forgetting something Uncle Gary."

"I didn't forget Gwen," Gary said as he turned to face his great niece with a wolfish grin, "I just needed to clean up before I fuck you hard like I did the last time. Would you care to join me Max? It's been a long time since we shared a fuck sandwich."

"It sure has," Grandpa Max said with a grin as broad as his brother in laws. "What do you think Gwen? Are you ready to take both of us on at once?"

"Come on grandpa," Gwen said, hoping off the examination table to make room for him, "you know how much I love two cocks at once. I was actually disappointed when you didn't join Ben and I last night."

"I wanted to," Max said with a chuckle as he took Gwen's place on the examination table after removing his pants and Hawaiian shirt. "But I thought I might be joining Gary in his fuck today and I wanted to be ready. After all, I'm not as young as I use to be."

"Which end do you prefer Max?" Gary asked.

"I can go either way," Max said with a shrug. "Do you have a preference?"

"I do," Gary admitted, "I've been working so long to knock up every girl I fuck that I just hate to waste my cum in a girl's ass, even when I know she's already pregnant. So if you don't mind taking Gwen's ass I'll take her pretty little pussy."

"Sounds like a plan," Max said, giving Gwen a boost and setting her on his lap so she faced Gary.

"You may need this," Gary said, pulling out a drawer and tossing a tube of lube to Max.

"Good idea," Max said, he squirted a generous wad of lube into his palm and coating his hard cock before rubbed it into his eleven year old grand daughter's ass hole.

"Grandpa that's cold," Gwen said with an exaggerated shiver.

"Better cold lube than a dry ass," Grandpa Max pointed out. "Now hold on while I slip my cock into your tight little ass."

"Oh yes," Gwen hissed in pleasure as she settled her ass around her grandfather's hard cock and wiggled it around to make sure it was as deep as it would go. "Hurry up Uncle Gary, I need something in my pussy right now, and I can't think of anything I want more than your cock."

"Hold your horses," Gary said with a laugh, "I wanted to enjoy the show before I joined it." Even before he finished speaking Gary had thrown off his lab coat and pants and positioned himself between Gwen's thighs. "Gwen, I've fucked a lot of little girls over the years, but that red furred pussy of yours has to be the most beautiful one I've ever seen."

"Thank you Uncle Gary," Gwen said, "but I'd rather have your cock in my cunt instead of a compliment about how pretty my pussy is. Now fuck me like you mean to knock me up with another baby."

"Don't tease me like that," Gary groaned as he planted the tip of his cock against Gwen's drooling slit. "I'd like nothing better than to knock you up, but I know it's already too late."

"But you can still pretend," Gwen said with a moan of pleasure while her great uncle slid the full length of his cock into her pussy. She could now feel both cocks in her body and the redhead knew it wouldn't take much for her to reach her first orgasm, especially if her grandfather and great uncle knew what they were doing, and she was sure they did.

As soon as Gary felt his balls bounce against Max's he heard Gwen growl, "Fuck me, both of you fuck me right now!"

"How do you and Ben keep up with her?" Gary grunted while he and Max fucked the horny little girl in both of her holes.

"Ben's as insatiable as she is," Max told his brother in law. "He's the one who keeps her satisfied on a daily basis. I'm just the desert."

"That makes sense," Gary grunted, slamming his cock deep into Gwen's pussy and pulling it back out as Max slammed into the girl's ass.

"Shut up and fuck," Gwen groaned, she reached down to play with her clit as her great uncle and grandfather fucked her from both ends. She could already feel the sexual energy building in her belly and she pushed her chest forward to place her left nipple in reach of her great uncle's mouth. "Better yet, why don't you use your mouth to suck me dry. Ben didn't empty my tits this morning and their getting full again."

"I love fresh milk," Gary said, he licked his dry lips and then sucked the young mother's erect nipple into his mouth. In seconds he felt the first stream of milk shooting into his mouth and he swallowed with obvious pleasure.

"I'm cuimming," Gwen cried, wrapping her free arm around her great uncle's neck and pulling him in closer to her tits as her body jumped uncontrollably on the two cocks impaling her body. Gary and Max waited for Gwen's body to stop shivering before they redoubled their efforts to fuck the little girl silly.

Even before her first orgasm shuddered to it's conclusion Gwen could feel the next one starting to build as her Great Uncle Gary and Grandpa Max slammed their cocks into her pussy and ass with more energy than she would have expected from the two older men. She wondered who would cum first this time, or would the somehow manage to all cum at the same time? She hoped they'd manage to cum at the same time, nothing was better than to get to loads of cum while you were having your own orgasm.

"Fuck me grandpa, fuck me Uncle Gary," Gwen squealed. "O God, this is the best fuck I've had all week."

"Damn," Gary panted as he switched nipples after sucking Gwen's first tit dry, "how many double fucks does this girl get in a week?"

"Between Ben, me, her father, and her uncle it's hard to keep track," Max grunted, "but if she rates this as the best then we're doing a great job."

"Oh God, I'm gonna cum again," Gwen cried when her belly exploded for the second time.

"So am I," Max growled as he slammed his cock as far as it would go in Gwen's ass and he shot his load deep into his grand daughter's bowels.

"Me too," Gary groaned burying his prick deep in his Gwen's pussy and letting the girl's cunt muscles milk every drop of cum from his cock and balls while he sucked the last of the milk from her right breast.

It was all Gary could do to stand upright until Gwen's tight cunt released his soft cock and he stumbled back to his stool, totally exhausted as he dropped down on the seat. "You are insatiable Gwen," Gary said when he finally managed to catch his breath. "You weren't this wild last year."

"I had a year of almost daily sex since the last time you fucked me," Gwen pointed out. "Last year I was practically a virgin, but now I'm an experienced little slut with a need for cock."

"I guess you are at that," Gary chuckled. "Is Ben as horny as you are?"

"Even hornier," Grandpa Max said as he removed his shriveled cock from Gwen's ass and settled the satisfied girl on his lap so she could lean back against his chest. "Back home Ben's fucking Gwen, Gwen's best friend, his lab partner, his lab partner's mother, his mother, and Gwen's mother. Sometimes he fucks them all in the same day, and he's knocked them all up too. Of course that's only the one's we know about. For all we know Ben could be fucking another dozen girls that we don't know about."

"I think I'd know grandpa," Gwen purred against Max's chest. "I know he's just fucked a girl out in the waiting room, and probably knocked her up too."

"How do you know that?" Gary asked.

"I was worried that Ben might do something like this if he only had one pussy for the summer so I used a spell to make sure I knew when he put his cock in another girl," Gwen explained, "but the spell may have worked too well. Not only do I know when Ben is fucking another girl, I can feel how horny he is and it drives me crazy with lust."

"So that's why you were so cock hungry just now," Grandpa Max said. "I thought it was just your normal lust, but now I see that you were even wilder than usual."

"I guess I was," Gwen agreed with a sheepish grin, "but the only reason I was wilder than usual was because I was hornier than usual. But that just meant that your cocks felt better than usual too."

"Is something wrong Gary?" Grandpa Max asked, noticing the thoughtful look on his brother in law's face for the first time.

"No," Gary said slowly, "I was just thinking that the only girl I'm suppose to see today who isn't already pregnant is Kathy. Her mother wanted me to pop her cherry and knock her up today."

"I'll make sure that Ben apologizes for spoiling things for you," Max promised.

"Don't worry about it," Gary said with a wave of his hand. "If I know my horny little daughter she probably came on to him and I doubt Ben was able to resist her for more than ten seconds - even if he wanted to resist her. Besides, after this wild session with Gwen I don't think I would have been able to pop her cherry, much less knock her up with the baby she wants. When you think about it Ben actually did me favor by knocking up my little girl. And I got to my super horny pregnant niece instead."

"So everything's good then?" Gwen asked with a relieved sigh.

"Just fine," Gary said, "but even so I think I would like to talk to Ben, not about Kathy but about some ideas about the Omnitrix that I want to talk to Ben about. You can stay if you want Max, but I think Ben may feel a little more comfortable if it's just the two of us."

By the time Ben entered the examination room five minutes later Gary had changed back into his clothes and was looking over the notes on his clipboard. "Ah Ben, come on in and take a seat," Gary said, indicating one of the empty chairs against the wall.

"Don't you want me to take my clothes off or something like that?" Ben asked self-consciously.

"No," Gary said with a shake of his head, "I just want to talk to you. I have some questions and observations about your watch so you may want to close the door before we start."

"Right," Ben said, closing the door and swinging the plastic so he could straddle the back of the seat and rest his chin on the back as he looked at his great uncle. "I'm guessing that you already know about Kathy somehow."

"I do," Gary said in surprise, "but how did you know?"

"Adults always know when I do something wrong," Ben muttered.

"Well you didn't do anything wrong with Kathy," Gary said, "in fact you helped me out with that horny little girl because after fucking Gwen to exhausted to take care of another horny girl, so thank you."

"You're welcome," Ben said with a puzzled frown, "but if it isn't Kathy than what do you want to talk to me about?"

"Like I said, your watch," Gary said, pointing to the Omnitrix on Ben's left wrist. "You see Ben, like your Granpa Max I was a plumber. But I wasn't on the front lines, I was a medic and a technician. We were all technicians back then, you had to be to understand how the alien technology worked. But as a medic I had to understand it even better than the front line troops like your grandfather, and that meant catching the little nuances that come up with alien tech."

"What do you mean?" Ben asked with a puzzled frown.

"I think I can explain better once you tell me everything you can about the Omnitrix," Gary said. "Max has already filled me in on the basics, but any details you can give me will help."

"Ok," Ben said, the preteen took a deep breath and then started telling his great uncle everything he could remember, starting with the night the pod with the Omnitrix almost took his head off and ending with the most recent use of the watch.

"Are you sure that's everything?" Gary asked when Ben was finished.

"That's everything," Ben assured his great uncle. "So what are your ideas?"

"Well," the older man said hesitantly, "just remember that they're theories, not facts. And even if I'm right it could be years before we know, if we ever do."

"Right," Ben said, "now what do you think?"

"It all started when I was talking to Gwen and Max and they told me about how you always know when a girl is fertile, and that you'll knock her up if you fuck her. I assume that you don't fuck every girl or woman that you know is fertile."

"No," Ben admitted, "in fact I don't fuck most girls when I know they're fertile. But if I'm attracted to them or they're attracted to me I usually do."

"I thought so," Gary said, chewing his bottom lip for a second before he continued. "You told me that Azmuth said he created the Omnitrix as a way for different species to understand each other better, right?"

"That's what he told me," Ben said, "but he also told me some other things that I'm not too sure about."

"Well I've been thinking that the best way for two species to understand each other would be for them to have a child, a hybred child sharing the traits of both parents."

"Are you saying that the Omnitrix is designed to allow two different species to breed?" Ben asked.

"It's a possibility," Gary said, "and it would explain why the Omnitrix keeps you informed about the fertility of the women around you."

"Do you think the Omnitrix is why I'm so horny all the time?" Ben asked with obvious concern, "or why the girls I fuck are so horny and get pregnant so easily?"

"I don't think the Omnitrix creates anything," Gary pointed out, "otherwise you'd be fucking every fertile girl and woman you came across. No, the Omnitrix may enhance the attraction you have for a girl and vice versa, but it doesn't create the attraction. I think you, Gwen, and your other girlfriends are just naturally over sexed. But I think the Omnitrix may be altering your children at some level so they inherit a bit of alien DNA."

"But Ken, that's my son with Gwen, is perfectly normal," Ben pointed out. "No sign of alien DNA where he's concerned."

"It may not be obvious that he has alien DNA," Gary said, "for all we know the DNA could be dormant until Ken is old enough to activate it. In fact when he's old enough he may be able to change into his alien form as easily as you do with your watch. But he'd could be limited to a single alien instead of a selection like you have. Of course this is all a theory and not a very firm one at that."

"But if you're right," Ben said thoughtfully, "then is there any way for us to know what alien my children will change into?"

"Perhaps," Gary said slowly, "I suspect the Omnitrix emits some kind of field to affect your children at the moment of conception and that the setting of the field is determined by your most recent alien. But since conception doesn't usually happen immediately then the field could change if you become a different alien while you're still close enough to affect the baby before the actual conception. But it's also possible the Omnitrix could change settings on it's own considering the way it sometimes changes you into an alien you don't want."

"You could be right," Ben said after several seconds to absorb his great uncles theories, "but it will take several years before we know if their fact or fiction. And since I can't remove the Omnitrix the only way to stop things would be for me to stop fucking and impregnating girls, but I enjoy fucking so much that I don't think I could stop if I had to. For now I think we should keep your theories between us."

"I thought you'd feel that way," Gary said with a nod. "That's why I wanted to keep this conversation between us. But if you do notice anything you'll let me know, right?"

"Of course," Ben said with a grin, "and now I know what to look for. And thanks to Kathy you'll have a subject close at hand."

"So I will," Gary said as he got up to escort Ben to the door of the examination room. Gary hesitated to finish what he was saying before he opened the door for his great nephew. "Thanks again for taking care of Kathy, I'll be sure to keep a close eye on her and her baby and I'll let you know if something comes up. Goodbye Ben, enjoy your summer."

"I will Uncle Gary, I'm sure I will."

Chapter 16

"But grandpa," Ben whined, brushing Gwen's red hair back so he could watch while his cousin sucked his cock, "why do we have to visit Aunt Vera?"

"Because she's family and it wouldn't be polite for us not to visit her when we're this close," Grandpa Max said as he turned to take the road leading to his sister Vera's retirement community. "Besides, things were a lot more exciting than you expected last summer."

"I know," Ben's groan was a cross between pleasure and exasperation, "but what are the chances that there will be two alien invasions in two years."

"I don't know," Grandpa Max said with a shrug, "what are the chances that you'll have a watch that changes you into different aliens and Gwen can cast magic spells. As a plumber I learned to expect the unexpected. Speaking of being a plumber, there's something the two of you should know about your Great Aunt Vera."

"What's that?" Gwen asked, releasing her cousin's hard cock from her mouth with an audible pop before she started rolling the tip of her tongue around the head of Ben's quivering shaft.

"You should know that Vera knows about me being a plumber and fighting aliens," Max said, scratching his head through his short iron grey hair.

"That explains her comment to me when we left last summer," Ben said between pants while he tried to hold back the cum that threatened to explode all over the red heads face. "Remember Gwen? She told me to keep up the fight against the aliens."

"Something like that," Gwen said, stroking Ben's prick with one hand while she used the other one to play with his cum filled balls. "But if Aunt Vera knew about you all along, why didn't you say something before now?"

"I was still trying to keep things secret back when we visited Vera last year," Grandpa Max reminded his grandchildren. "And after I told you about being a plumber and fighting aliens it just didn't occur to me to tell you that Vera knew about me."

"I guess that makes sense," Gwen said she started stroking Ben's cock faster when she saw the way her cousin clenched his teeth and fought to hold off his orgasm. "And now that we're about to visit her again you decided it was time to let us know the truth."

"That's the idea," Max said, "now you know that we can speak plainly about the Omnitrix and fighting aliens, but we should probably keep things secret about our relationship, especially where your new baby is concerned."

"Right grandpa," Gwen said, giving Ben's balls a gentle squeeze when she felt them cramp in her hand and she let out a squeal when Ben's cum shot out of his cock to spray her face and hair.

"I win," Gwen said, licking the cum around her lips and slurping it into her mouth, "I made you cum faster than you made me cum."

"Best two out of three," Ben panted. "And this time I get to play with your tits while I eat your cunt."

"No way," Gwen said, "you know how sensitive my tits are right now. It wouldn't be a fair challenge if I let you play with my breasts."

"Well it's not fair if you get to play with my balls while you're sucking me off," Ben said. "Either I get to play with your tits or you can't play with my balls."

"Let me think about it," Gwen said with a thoughtful frown.

"It's too late for another round now," Grandpa Max called back. "The two of you should have just enough time to clean yourselves up before we get to Vera's. And remember, she's a pincher."

"I remember," Ben said reaching up to pat his cheeks as if he expected them to be gone after his last experience with Aunt Vera and habit of pinching every cheek that came within her reach. "I also remember that she has a weird taste in food."

""I didn't think it was weird," Grandpa Max said, "her Jello with cauliflower mold was mighty tasty."

"Don't remind me," Gwen said with a wince. "I remember thinking it tasted good at the time, but later I realized that was because I was going through one of the weird cravings because of my pregnancy."

"So I guess you won't be eating any of it this time," Ben asked.

"No way, my cravings are totally different this time," Gwen said with a sniff. "Now if Aunt Vera made a Jello mold with chili fries I'd go for it."

"In that case I guess I'll have all of Vera's Jello to myself," Max said, smacking his lips appreciatively."

"Thank God," Ben whispered to Gwen as she giggled in response.

"Well, here we are," Max said, braking to a stop in Vera's driveway. "I hope you two are ready."

"I am," Gwen said adding her blue barrette to her short red hair.

"So am I," Ben said, combing his fingers through his brown hair. "Are you sure I can't change into XLR8 or Diamondhead before Aunt Vera has a chance to pinch my cheeks off?"

"Sorry Ben," Grandpa Max said as he got out of the driver's seat, "if I have to deal with Vera's pinches so do you and Gwen."

"Alright," Ben said sullenly as he and Gwen followed their grandfather out of the rustbucket. Behind Grandpa Max's back Ben whispered to Gwen, "As soon as I can sneak away after dinner XLR8 is making a burger run."

"Count me in," Gwen whispered back. "I'll take whatever you can bring back.

"Max," Aunt Vera screamed as she shot out of the front door and hugged her older brother until Max let out a groan when his back cracked under the pressure.

"That's enough Vera," Max groaned, "let me go or you'll break my back for sure."

"You always were such a hypochondriac Max," Vera said, releasing her brother and pinching both of his cheeks before he had a chance to recover from her hug.

"Ben, Gwen, come here and let me see how much you've grown since last summer," Vera said, opening her arms to her great niece and nephew while her brother rubbed the feeling back into his cheeks.

"Hi Aunt Vera," Gwen said as she and Ben drew closer but made sure their cheeks were out of her reach.

"Don't worry Gwen," Vera chuckled, "I promise not to pinch your cheeks, at least not until the new baby is born."

"How did you know?" Gwen asked.

"Well you're starting to show," Aunt Vera said with a grin, "but not enough that I would have noticed if your parents hadn't told me. Don't look so shocked, an old retired woman like me has a lot of time on her hands to keep up with her relatives, especially with e-mail."

"I guess that's true," Gwen said with a weak grin.

"Once we get inside I have a lot of pictures they sent me of your son Ken," Vera said as Ben just managed to avoid her cheek pinch. "I hope you have better luck catching your rapist this time."

The wink Vera gave Gwen when she mentioned the fictional rapist told the eleven year old redhead that her great aunt at least suspected the truth about both of her babies. At least she thought she knew the truth, Gwen hoped she didn't realize that Ben was the father.

Gwen was listening to her grandfather and great aunt exchange family news as they walked into the living room and didn't realize that Ben had stopped in front of Vera's picture window until she actually walked into him. "Ben, why did you stop like that?" Gwen said as she gave her cousin a shove.

"Gwen look," Ben said pointing excitedly out the window. "Do you see who I see?"

"What?" Gwen asked shoving Ben aside so she could look out the window at the neighbor's back yard.

"Ah, I see you noticed Marty's grandkids," Vera said looking over Ben and Gwen's head. "They're spending the month with him while there parents are in Europe. You should go over and visit them while you're here, there about your age."

"Actually Andy and Mandy are about a year younger than us," Gwen said.

"You know Marty's grandchildren?" Vera asked in surprise.

"Yeah," Ben said, "we met them last year when grandpa almost ran over a kid from their summer camp with the rustbucket."

"Max, you didn't," Vera said with a quick glare at her brother.

"Well he did run out in front of me," Max said defensively. "Actually it's a good thing he did because when we returned him to the camp we found out that a race of mushroom aliens was trying to invade the Earth. Ben managed to defeat them with Andy and Mandy's help."

"Sounds like you do know the twins," Vera said, "you should go over and see them after dinner."

"So what's for dinner Vera?" Max asked.

"Well I wasn't sure when to expect the three of you," Vera explained while she escorted them to her dining room, "so I made a rattlesnake stew so it could simmer until you actually arrived."

"Smells great," Max said, glaring at Ben and Gwen as they exchanged faces at the prospect of the stew.

Somehow Ben and Gwen managed to hide the fact that they only choked down one or two spoonfuls of their Aunt Vera's rattlesnake stew (usually by distracting their great aunt or grandfather long enough to add their stew to the contents of Vera or Max's bowl). After dinner the two of them were still hungry but they managed to hide it from the two adults long enough to slip out the door with the excuse that they were going next door to visit Andy and Mandy. As soon as the door closed behind them Ben dialed up XLR8 on the Omnitrix and activated it.

"I'm off to find a burger place," Ben hissed in his lizard voice, "I'll be back with your food in just a minute."

"Hurry back Ben, I'm starving," Gwen said, sighing when she realized that she was talking to her cousin's dust trail.

It took more like ten minutes for Ben to get back with Gwen's food but Gwen barely listened to his explanation of hunting down just the right burger place as well as the slow server he had to deal with when he placed his order. Meanwhile Gwen was eating the loaded burger and chili fries so fast that she barely tasted them. But the last words out of Ben's mouth froze her in mid bite.

"What did you just say Ben," she asked after she managed to swallow the fries she'd almost choked on.

"I said that I ran past Marty's house and I saw the twins in the back yard," Ben hissed sibilantly. "And it looked like they were naked and fucking, in fact I saw Mandy's little tits bouncing up and down while she rode Andy's cock."

"That I've got to see," Gwen said as she shoved the last of her meal into her mouth and crumpled the empty bag in her hands. "Hurry and change back so we can go over and catch them in the act."

"Sounds like a plan," Ben said in his own voice after the Omnitrix let out a red flare as he changed back into his human form. "But I have an addition to it."

Ben and Gwen could already hear the twins in Marty's backyard before they opened the gate, the slight creak of it's hinges covered by Andy and Mandy's lust filled screams as they fucked each other on the freshly mowed grass. "Fuck me Andy, fuck your sister with that nice little cock of yours."

"I love it when you talk nasty like that Mandy," Andy said, his hips bouncing off the grass to meet his twin every time she slammed her hips down to smack against her brother's thighs. "I just wish I was as developed as you so I could give you the cum you want so much."

"So do I," Mandy gasped, "it would teach mom and dad to abandon us while they go off to Europe on their own. I'd love to see the look on their faces when they realized my belly was growing with your baby."

"As long as they didn't know it was my baby," Andy sighed, "but we don't have to worry about that since I don't cum yet."

"At least you stay hard so I don't have to wait for you to recover," Mandy said. "I don't know what I'd do if I had to wait for you to recover after every orgasm."

"Hi Mandy, hi Andy," Gwen called to the startled twins as she stepped clear of the bushes she'd been hiding behind. "It's Ben and Gwen Tennyson, remember us from camp last summer."

"I remember," Mandy said hesitantly, bringing her hips to a stop with Andy's cock buried deep in her ten year old slit. "We fought that giant mushroom alien together."

"That's right," Ben said, stopping next to Gwen so the twins could see that they were just as naked as they were. "What were you just saying about getting knocked up to teach your parents a lesson?"

"Well," Mandy said, looking at Ben's naked body for a second and then down to where her brother's small cock vanished between her bare pussy lips. "After the way things happened last year our parents didn't want to send us off to camp this summer. At first they were going to send us off to live with our Uncle Matt and Aunt Jenny, but when I started having my periods a couple months ago they changed their minds."

"Why would they do that?" Gwen asked, she couldn't seem to take her eyes off Mandy's tits as they bounced slightly every time the ten year old girl buried her twin's cock in her tight little pussy. Mandy's ten year old breasts were already larger than her's, and hers were full of milk.

"It's just a rumor," Andy grunted while is sister continued to ride his shaft, "but we heard that our cousins Sue and Tammy are both pregnant right now. Our parents didn't actually talk about it and since Sue is nineteen and Tammy is seventeen they were probably knocked up by their boyfriends but mom and dad didn't want to take a chance with Mandy starting her periods so they decided to send us here to spend the summer with Grandpa Marty while they went off to Europe without us."

"Since there's nothing for us to do here at the retirement community Andy I decided to have some fun on our own and hopefully teach mom and dad a lesson when he knocked me up," Mandy finished their story, "but it turns out he isn't as sexually mature as I am. He doesn't cum so no baby juice to knock me up, but we keep hoping."

"You know Mandy," Ben said with a lusty grin, "your brother may not have any cum, but I do."

"Really," Mandy asked, "are you sure you can knock a girl up?"

"I'm sure," Gwen said, she'd already guessed what Ben wanted her to do and she patted her naked stomach so Andy and Mandy noticed the slight belly bulge that was already starting to show.

"This is our second baby together," Gwen said as Mandy reached out to touch her swollen belly like she expected it to vanish. "And I'm not the only girl Ben's managed to knock up in the past year. If you're serous about having a baby my cousin is the one who can do it to you. That is if you want him to."

"Oh I want him to," Mandy said with a grin, "do you mind Andy? I mean to do you mind if I fuck another boy and have his baby?"

"I don't mind," Andy said slowly, "at least I don't mind this time since I can't give you a baby and Ben can. But what am I going to do while he's fucking you?"

"Do you really need to ask?" Gwen asked with a chuckle. "Do you have any idea how horny a girl gets when she's pregnant. "Ben is able to keep me satisfied most of the time but I do appreciate a change of cock every once in a while.. So while Ben's giving you sister a baby I'll be happy to fuck you, that is if you want to fuck me."

"As much as I love fucking Mandy's pussy," Andy said, "I've keep wondering what it will be like to fuck another girl."

"And here's your chance," Ben said, "you get to fuck Gwen's pregnant pussy while I knock up your sister. And after I'm done with Mandy you'll be able to fuck her pregnant pussy."

"Now that sounds great," Andy said with a broad smile, pulling his still hard cock out of his twin sister with a wet slurp.

"So Mandy," Ben said, kneeling nest to the blond ten year old and reaching out to massage her tits, brushing his fingers across her erect nipples and sending a wave of sexual energy rushing down her belly to her pussy so a new flood of juice flowed out of her bald slit. "What position do you like best?"

"You mean there's more than one?" Mandy asked with a puzzled frown.

"There's hundreds, maybe even thousands," Ben said, "and people are dreaming up more and more every day. Actually some of the positions are uncomfortable but if you want to try we can do it doggie style. Doggie is one of Gwen's favorite positions."

"What do I have to do?" Mandy asked after thinking about it for a few seconds.

"All you have to do is roll over and get up on your hands and knees," Ben explained. "Once you're in position I'll come up behind you and fuck you that way."

"Ok," Mandy said as she followed Ben's directions, "but I don't see why this is one of Gwen's favorite positions."

"You will, Mandy," Gwen said, "you will. Come on Andy, you fuck me in the same position and I can show you why it's one of Ben's favorite positions too."

Mandy wiggled her ass impatiently as she waited for Ben to come up behind her. Instead of sliding his cock into her wet pussy right away the older boy used his fingers to tease her slit, inching up her cunt until he reached her clit and started teasing it. As soon as Ben's fingers touched her erect clit another jolt of sexual energy rushed through her body and she let out a moan of pleasure.

"Oh God, that feels so good," Mandy groaned as Ben brought the head of his cock up against the drooling pussy and teased her with it until she was ready to beg him to slide it into her belly.

"If you think that feels good," Ben hissed, "just wait until I slide the whole thing into your tight little cunt."

"Do it Ben," Mandy gasped, "fuck that monster in my cunt and knock me up with your baby."

Ben tried not to laugh at Mandy's comment about his cock since he knew that while his prick was large for his age at six inches long, it was still small compared to most mem. Of course if Mandy's only experience was with her brother's cock, then maybe his cock was a monster.

"Hold still Mandy," Ben said, switching his hands to the younger girl's hips to hold her steady while he adjusted his cock. "I can't slide it in while you're moving your pussy around like that."

"I'm trying," Mandy whined, "but it feels so good I just can't hold still."

"Well try," Ben said with a soft chuckle, "because here comes my cock." With a deep breath Ben slid his prick slowly into Mandy's cunt. If he was fucking Gwen he would have slammed his cock into her pussy with one quick thrust, but Mandy's slit was so tight he had to take it slow.

Mandy closed her eyes at the intense pleasure that flooded her ten year old body as Ben's cock slid into her body a fraction of an inch at a time. Ben's cock was so much larger than Andy's that she wasn't sure if it would fit at first, but once the head wedged it's way between her pussy lips she just relaxed and enjoyed the way it filled her pussy. "You're so big Ben," Mandy moaned as the older boy forced his way deeper into her flat belly. "Don't hold back, fuck me Ben, fuck me hard and fill me with your baby juice."

"Now that's something I always love to hear out of a girls mouth," Ben said with a grunt as he forced the last of his cock into Mandy's tight underage cunt. "I love hearing it almost as much as I love doing it, so hold on Mandy, you're going on a ride to motherhood."

"Yes," Mandy said, strangling the yell of pleasure that threatened to escape her lips when Ben's cock reached her cervix and he held it there with his balls brushing the base of her slit while she got use to the size of his shaft. As soon as her pussy started to relax it's hold around Ben's cock he pulled almost the whole shaft out of her drooling hole and then slammed it in full force so his balls bounced against her cunt.

"Oh my God," Mandy moaned when Ben's shaft slid across her erect clit with his first stroke.

"Now you see why I like this position so much," Gwen said with a sigh of pleasure. Mandy lifted her head and saw Gwen on her hands and knees just a few inches in front of her and exchanged a quick grin with the older girl. Mandy could just make out the form of her twin brother behind Gwen, slamming his small cock into her with enough energy to make up for his size and lack of experience. "The way the cock slides across your clit with every stroke is enough to drive you crazy."

"You've got that right," Mandy said dreamily.

"And it's almost as good for me," Ben groaned, picking up the pace of his strokes as Mandy's cunt loosened up with every stroke. "The underside of my prick is so sensitive I can feel your clit scrape along it with every stroke, and it feels so good I'm almost ready to cum right now."

"Not yet," Mandy begged, "I can feel my orgasm building up in my belly. Don't cum yet Ben, hold on, hold on and cum with me."

"I'll try," Ben said, "maybe this will help you cum a little quicker." Ben shifted his hands from Mandy's hips to her tits and started squeezing them gently, pinching her nipples just hard enough to make her nipples pop out hard against his palms so he could tease them with his fingers.

"Yes," Mandy moaned, her whole body quivering with the sexual pleasure that threatened to explode from her body. "That's incredible, don't stop Ben, play with my tits while you fuck me and fill me with your baby."

"Here it comes," Ben growled, slamming his cock to the hilt in Mandy's pussy and holding it there as his balls pulled tight against the base of his shaft and shot his full load deep in the blond girl's quivering body while her cunt clamped tight around his prick and milked the baby juice from him while her body quivered and shook through her own orgasm."

"I wish you could see the look on her face right now Ben," Gwen said, watching Mandy spasm through her orgasm with Ben's cock buried deep in the girl's ten year old cunt. "I know how much you like to see the look on the girl's face when she cums on your cock."

"At least you can see it," Ben panted, supporting quivering body so she didn't slip away from his softening cock.

"I can do better than see it," Gwen said. Ben's redheaded cousin lifted one hand from the ground and reached out to stroke her fingers along Mandy's cheek. "Mandy, did you know that two girls can have almost as much fun as a boy and a girl? While they can, and here's a sample of what they can do." Without warning Gwen leaned forward so quickly that she almost pulled away from Andy's cock as it slammed in and out of her drooling pregnant pussy. Gwen pressed her lips against Mandy's. Before the younger girl realized what she was doing Gwen pushed her tongue into Mandy's mouth and let it roll around the girl's throat.

"How did you like that?" Gwen asked the startled Mandy when she pulled her face away.

"I liked it," Mandy said hesitantly, "I've never been kissed by another girl, not like that. Does it always feel like that when you kiss another girl?"

"Not always," Gwen giggled. "It helps if you're horny and attracted to the other girl the way we are."

"Can you show me anything else?" Mandy asked excitedly.

"Well we don't have much time before we have to get back to our Aunt Vera's," Gwen said apologetically, "otherwise I'd show you how much fun it is to eat another girl's pussy. If you think it feels good when a boy licks your cunt, just imagine what it's like when a girl does it because we know exactly what a girl likes."

"I guess you're right about that," Mandy admitted, "but if you did have time to show me I'd just get frustrated because I don't have any girls to eat my pussy."

"Yeah, that would be a problem," Gwen admitted. "I do have time to show you something the two of you have to look forward to."

"What's that?" Mandy asked, leaning as far forward as she could on her arms as she anticipated whatever the redhead was going to show her.

"Pull out of me Andy, you'll want to see this too," Gwen said.

"What?" Andy said, pulling his cock out of Gwen's slit and shifting around to sit next to his twin, both of them watching the older girl expectantly.

"This is something you have to look forward to in a few months if Ben was successful in impregnating Mandy," Gwen said, sitting back on her thighs so the twins had a clear view of her heavy breasts.

"Oh I knocked her up alright," Ben said with a satisfied grin, patting Mandy's ass affectionately.

"If you say so," Gwen sighed, she knew better than to argue with her cousin when he was so sure of his success, so far he'd been right every time. "Anyway, now that Ben's managed to knock Mandy up, this is something you'll have to look forward to when her belly gets big with his baby and her milk starts coming in." As she spoke Gwen reached up to cup her tits, one in each hand. While the twins watched her closely Gwen squeezed her tits, aiming an erect nipple as each twin so the two streams of milk struck both of them in the face.

"Cool," Andy said, licking at the milk running down his face and smacking his lips at the taste.

"Yeah cool," Mandy agreed as she brushed some of the milk out of her hair. "How long before I can do that?"

"No way to know when you'll start making milk," Gwen sighed, "I started at about six months, and before you ask that was for our first baby and I was still making milk for him when Ben knocked me up with this baby."

"Can I have some of your milk?" Andy asked hopefully without taking his eyes off Gwen's bouncing nipples.

"Sure," Gwen said, moving closer so Mandy could reach her right nipple without pulling away from Ben who was starting to move his hardening cock in and out of her sloppy cunt again. "I have so much milk in my tits that I have to be milked at least twice a day. I'm sure Ben won't mind if the two of you help yourselves."

"No, I don't mind," Ben said, noticing that Gwen avoided mentioning the fact that Grandpa Max milked her as often as he did. "Go ahead and help yourselves."

"That's it," Gwen said with a groan of pleasure, "suck the nipple into your mouth and keep sucking so the milk fills your mouth and then swallow. Mandy, you're going to love it when Andy sucks the milk right out of your breasts."

"I hope so," Mandy said, releasing Gwen's nipple so she could speak, she licked the milk that dribbled from the redhead's tit and then continued. "I just wish I didn't have to wait six months to find out what it's like."

"Well it could happen sooner," Gwen admitted, "it could also happen later. But if Andy sucks on your breasts every day it could happen much quicker. I've heard of girls who start producing milk even when they're not pregnant because someone keeps sucking on their nipples."

"Maybe we should try that Andy," Mandy said. "Maybe my milk won't come in that much faster, but I'm sure we'll both enjoy it."

"I think you're right," Andy said, "and I can suck and squeeze your tits while we're fucking too, just like Ben's doing right now."

"Oh yeah," Mandy groaned as Ben squeezed her tits while he slammed his hard cock in and out of her pussy from behind. "You and Ben have already taught us a lot about sex that we didn't know about. I'm really looking forward to learning more about sex, but the only way we'll learn more is to experiment on our own after you leave."

"Trust me Mandy," Ben said as he slammed his cock deep into the ten year old girl's slit and pumped her full of another load of baby juice, "you're going to love experimenting."

"I think you're right," Mandy said shakily as a new orgasm ran through her body and her cunt clamped down hard around Ben's cock to milk every last drop of cum from his shaft. "Thank you, both of you for teaching us so much as well as giving me the baby I want. Maybe next time Andy will actually have some baby juice of his own to knock me up on his own."

"I hope so," Andy said as he licked the last of Gwen's milk off his lips. "Once Mandy has Ben's baby I'm looking forward to giving her one of mine."

"Your time will come Andy," Ben promised with a sigh. "And I'm sure you'll love knocking your sister up as much as I did."

As much as they would have enjoyed spending more time with Andy and Mandy Ben and Gwen had to admit to themselves that their great aunt and grandfather would miss them if they stayed much longer. While they were sure that Grandpa Max would accept their activities they weren't so sure about Aunt Vera and they didn't think it would be a good idea to try and explain things to her.

After a restful night (in separate beds since they spent the night in Aunt Vera's house) Ben, Gwen, and Grandpa Max were ready to set out again in the rustbucket. "Look kids," Grandpa Max called back to his grandchildren, "there's Andy and Mandy out on the front porch with their grandfather. Did you guys ever get over to see them last night."

"We sure did," Ben said, exchanging a broad grin with his cousin before he turned to wave to the twins as they drove past Marty's house. When the twins waved back Ben noticed that Mandy took a half step back from her grandfather so he couldn't see when she stroked her flat belly suggestively.

Chapter 17

"Yeah, it's the fuel pump," Grandpa Max said, pulling his head out from under the hood of the rustbucket and wiping his hands on the nearest rag.

"How long will it take this time grandpa?" Ben asked, glancing past his grandfather at the shadowed depths of the RV's engine compartment.

"If they have a replacement pump," Grandpa Max with a gesture toward the parts store, "I can have it fixed in a couple hours. If not than I'll have to see if I can fix this one or find a spare in one of those junk RV's over in the junk yard and that could take the rest of the day or longer."

"Do you kids think you can keep out of trouble long enough for me to do the job?"

"Sure we can," Ben said, giving Gwen a quick seductive wink that made her giggle.

"Sorry kids but sex is out of the question if we're spending time here in town," Max pointed out, "There's too good a chance that someone will see you and then we're going to have all kinds of questions to deal with."

"I guess you're right grandpa," Gwen said with a sigh. "At least they have a decent library here, I should be able to do some research on some new spells."

"What about you Ben?" Grandpa Max asked his grandson, "what are your plans while I'm working on the rustbucket?"

"What else?" Ben said with a shrug, "I'm going to check out the video arcade, I saw a poster for the new Sumo Slammer arcade game so I want to check it out."

"You would," Max said with a sigh. "Well, if it will keep you busy and out of trouble I guess it's worth it."

"Thanks grandpa," Ben said as he accept the money Max handed him. "Come on Gwen, I'll race you."

"No fair," Gwen said when Ben took off across the street, "I'm not exactly in any shape to do any running right now thanks to you."

"It's not like you're that big yet," Ben smirked. "You can still run, just not as fast as I can."

Ben was already across the street when he heard the sirens and the other sounds of the high speed chase headed their way. He turned back to grab Gwen's hand and pull her out of the street just before the first motorcycle flashed past. The two of them watched from the safety of the sidewalk as three more motorcycles and six police cars rushed past them. "Alright," Ben said after the last vehicle sped by, "it's hero time."

"Ben, grandpa told us to stay out of trouble," Gwen reminded her cousin. "I don't think he'd be happy with us getting involved with the police when he's not around."

"I don't see him," Ben said looking back at the rustbucket, "he must still be in the store. But I don't think he'd have a problem with us getting involved, he's never had a problem in the past."

"Ok," Gwen said with a sigh, "I don't know why I'm even arguing with you, you're going to do it anyway."

"You got that right," Ben said as he dialed up the alien he wanted on the Omnitrix. "Let's see, for a high speed chase I should go with XLR8." The activator popped up from the face of the watch and Ben slapped it down. He felt the energy surge through his body and felt his body shifting into his alien form.

The shift ended and Ben blinked his four eyes and muttered, "Stupid watch, I wanted XLR8, not Four Arms. Now I'll never be able to catch up with them."

"I can take care of that," Gwen said, adjusting her Lucky Girl mask and pulling her spell book out of her pocket.

"I thought your flight spell wasn't strong enough to lift someone as large as me," Ben said in Four Arms deep baritone.

"It isn't," Gwen admitted, "but by combining it with a levitation spell I can make you weightless and then carry you along for the ride."

"Go for it," Ben said with a nod, Gwen was already casting the first spell before Ben opened his mouth. When Gwen reached the final word of the spell Ben felt his feet leave the ground and his four arms waved wildly as he tried to find his balance.

Gwen finished the second spell and grabbed Ben under his top set of arms as she took off after the fleeing motorcycles. "Calm down Ben," she said as she gained enough height to see the chase, "you may be weightless but if you keep flailing your arms around like that I won't be able to hold on to you."

"Right," Ben said, holding his arms still as he focused on the hot pursuit with al four of his eyes. "You see the girl in front? Does she look familiar?"

"Yeah, she looks familiar," Gwen agreed, "but how do you know she's a girl?"

"I don't know," Ben admitted thoughtfully, "something about her's familiar. I've, got it. Gwen, you remember Joey? That biker gang leader we ran into last summer?"

"You mean the girl who became a cyborg when Vilgax's damaged probe bot merged with her."

"That's her," Ben said. "The lead cyclist is wearing a body suit just like the one she had, and she moves just like Joey too."

"I think you're right," Gwen said after observing the rider for a few more seconds, "but I thought she was still in jail."

"I know," Ben said with a shrug that almost pulled him lose from Gwen's grip. "Maybe she pulled her poor little girl act and got a short term from the judge."

"That sounds like something she'd try," Gwen agreed. "She certainly hasn't lost any of her skills. Look at the way she's avoided the police while the rest of her gang has already been isolated and trapped."

"I know, but it looks like one of the police cars in the chase is about to catch her," Ben pointed out.

"He's better than the other two drivers," Ben said, "but I don't think she has something else in mind the way she's letting him come up beside her."

"Did you see that?" Gwen asked a second later as the squad car veered out of control.

"I sure did," Ben said, "she let the car pull up next to her and then reached out and slashed the front tire. Where did those claws come from?"

"I didn't see them," Gwen said, "do you think it's possible that she melded with another probe?"

"No way," Ben said, "if she had she wouldn't be driving around on a motorcycle. Besides, what I could see of those claws they were crude compared to what Joey did with her cyborg body."

"Maybe the merge left her with enough knowledge to construct some kind of exoskeleton with Earth technology," Gwen said thoughtfully.

"I bet that's it," Ben agreed, "but we should have a chance to find out in a few minutes. There's no way Joey can evade the last two cruisers much longer."

"Don't be so sure about that," Gwen said when Joey increased her lead and then turned on to an access road when she was temporarily out of her pursuer's sight. By the time the police cruisers reached the access road Joey was hidden by the rental sheds and the police officers never realized she was there as they rushed on down the main road.

"She's good," Ben admitted. "By the time the police realize their mistake she'll be gone for sure. Looks like it's our turn now."

"Only if you saw where she went," Gwen said as she looked over the empty lot.

"Third building on the right," Ben said. "It's one of the larger buildings and it has a skylight, just drop me through there and I'll catch her by surprise."

"I'll drop you through the skylight," Gwen said, "but we'll catch her by surprise because I'm going to follow you in."

"Ok," Ben sighed, "just promise me that you'll be careful."

"I will be," Gwen promised, "hold on I'm going to drop you."

When Gwen cancelled the levitation spell on Ben the added weight dragged her down several inches before she managed to release her cousin right over the skylight. By the time Gwen followed Ben through the broken skylight Joey was recovering from her shock and was glaring at Four Arms.

"You again," Joey growled at Ben. She'd removed her motorcycle helmet and Gwen recognized her face when the older girl turned to look at her when she landed on the cement floor. "Well this will be a quick fight, after all you promised your mom that you'd never hit a girl."

"I did," Ben agreed in Four Arm's deep baritone, "but I finally learned, there's a difference between a girl and a manipulative thief. Guess what you are."

"I don't have to guess," Joey said with a toothy grin, "I know." Even as she finished speaking Joey leaped forward faster than any normal human could and Ben heard a mechanical whine when she ejected the metal claws from her forearms and she took a swipe at Ben.

As fast as Joey was with her exoskeleton pushing her body beyond it's normal limits Ben was even faster as Four Arms. He managed to evade Joey's initial attack and used his lower arms to grab her wrists while his upper arms tore away the fabric oh her body suit so he could reach the metal and wires underneath.

"Stop, don't do that," Joey cried, trying to wrench her arms out of Ben's grip. "Do you know how long it took me to make this rig?"

"No, but I'm sure you'll have plenty of time to make another one while you're in prison."

Ben managed to pull out the power cord for Joey's exoskeleton just as the older girl went to knee him in the groin and her leg froze in mid kick.

"Gwen, any idea how we're going to hold Joey until the cops arrive?" Ben asked his cousin. "If we don't do something she may be able to wriggle out of her broken exoskeleton and get away before the police get here."

"I have an idea," Gwen said, her voice took on the reverberating tone it usually on when she was casting a spell and every piece of cord, rope, and cable in the shed snaked its way across the cement floor until they reached Joey. In seconds Joey was spread eagled on her back with the cords wrapped around her ankles and wrists and tied them securely tot he shed's support columns.

"That should hold her until the police arrive," Gwen said with a satisfied nod. "No leverage, no escape. Even if she managed to repair her exoskeleton she wouldn't have the leverage to escape before the police arrived."

"I'll take your word for it," Ben said with a four armed shrug.

"Hold on," Joey screamed, "you can't leave me like this."

"Don't worry, the police will be here soon," Ben said, "we'll call them as soon as we leave and let them know where you are."

"That's not what I mean," Joey said with a jerk of her head to toss her brown hair back from her face while she gave Ben and Gwen a nervous smile.

"What do you mean?" Gwen asked.

"Well, I expected to get caught sooner or later," Joey admitted, "but the real reason I do things like this high speed chase is because I get off on the risk."

"You don't mean," Gwen said hesitantly.

"I do mean," Joey said. "I take all kinds of risks because it makes me horny as hell. Not that a kid like you would understand what I mean."

"You'd be surprised what we understand about things like that," Ben said, giving Gwen a quick wink. "But what does that have to do with us?"

"If you hadn't caught me I'd be half way to my boyfriend's apartment by now," Joey said, "and once I got there I would have been riding his cock like there was no tomorrow."

"So what does that have to do with us?" Gwen asked.

"Not you, him," Joey said with a nod toward Four Arms. "I know you're just a kid in your own body, but I figure a big guy like you are right now must have a good size cock in your pants there. How about giving me a great memory to take to prison?"

"I don't know about this Ben," Gwen said with a concerned frown. "You know Joey's going to tell any story she thinks will give her an advantage."

"I know that," Ben said, "but I don't think she's telling a story this time. Take a good look at her breasts and you'll see that her nipples are so hard and erect you can see them through her body suit. On top of that I can actually smell the juices flowing out from her pussy right now."

"Maybe," Gwen admitted reluctantly, "so what do you want to do about it?"

"Do you really need to ask?" Ben asked with a sly chuckle. Ben's chuckle almost covered the sound of the Omnitrix counting down, but it couldn't cover the red flash when Ben transformed into his normal body.

"Shit!" Joey groaned after the change, "so much for that idea. I guess I'm off to jail feeling hot, horny, and frustrated."

"I wouldn't be so sure," Ben said, brushing his hair out of his eyes as he gave Joey and appreciative look. "I'm more developed than you'd expect for a boy my age. In fact, Gwen, why don't you show her?"

"Ok," Gwen said, "but if I'm going to show her I expect to join in."

"I wouldn't have it any other way," Ben said as Gwen lifted the shirt of her costume to expose her swollen belly and tits.

"You're pregnant," Joey said in surprise. "Yours?"

"Our second," Ben said proudly. "So now you know I can give you what you want. But I should warn you, I can tell that you're fertile right now, if I fuck you there's a good chance I'll get you pregnant."

"Good," Joey said, "I never use protection, it's just not the same without the risk. But you don't need to worry about me, as often as I've fucked bareback between periods no one's managed to knock me up yet."

"I wouldn't be so sure if I were you," Gwen said.

"I'll tell you what," Joey said, "if I do get knocked up I'll actually take the baby to term. I won't be able to keep it because I'm sure I'll still be in prison and they don't let prisoners keep their babies after their born. But I won't get an abortion. How does that sound? Will you fuck me now?"

"Maybe," Ben said, giving Gwen a quick wink. "But if I do I'm not taking any chances, you're staying tied up just like you are right now."

"Whatever you want," Joey said. "I'll do whatever you say. Just fuck me, fuck me please before I go crazy with lust."

"Say it again," Gwen said, leaning close to Joey's ear. "Let me hear you beg my cousin to fuck your pussy."

"Fuck me," Joey begged, "please fuck me."

"How could I refuse a request like that?" Ben asked Gwen with a wide grin.

While Joey wiggled impatiently in her bonds Ben unzipped the older girls pants and pulled them down far enough to expose her shaved slit. "No panties?" he asked as he licked his lips.

"Never," Joey said, "nothing comes between my pussy and my body suit. In fact if I thought I could get away with it nothing would come between my cunt and my bike."

"What about between your tits and your body suit?" Gwen asked as she pulled the zipper down on the Joey's top.

"Never," Joey said as Gwen exposed her hard erect nipples. "I'm always naked under my body suit.

"So I see," Gwen said, massaging Joey's large tits, she couldn't help but wonder how large Joey's tits would get when her milk started coming in.

"What are you doing?" Joey asked, watching Gwen step back to remove her costume, including her powder blue panties and matching maternity bra.

"You heard me earlier," Gwen said as she set her costume aside, "I told Ben that if I was going to show you proof of how sexually active we are then I'd be joining in. I hope you like the taste of pussy."

"I do," Joey admitted. "After nine months in a woman's penitentiary I know how to eat another girl's pussy. Good thing I like eating pussy almost as much as I enjoy a good hard cock between my legs."

Once she was ready Gwen turned to see that Ben was as naked as she was and obviously just as ready with his six inch cock sticking out hard from his body. "Are you ready Joey?" Ben asked as he worked his way up between her spread legs until the tip of his cock kissed the moist lips of her slit.

"Do you really need to ask?" Joey asked, squeezing her pussy muscles so her juices flowed out to coat the head of Ben's cock. "Fuck me kid, fuck me hard and knock me up if you can."

While Ben slipped the head of his cock into Joey's well lubricated pussy Gwen straddled the older girl's face so she could watch her cousin fuck the girl at the same time that she ate Gwen's red furred pregnant slit. Gwen let out a soft moan of pleasure as Joey brushed the tip of her tongue across her erect clit and gave her cousin a quick grin as he slid his cock into the girl's tight cunt.

"I think Joey likes your cock Ben," Gwen told her cousin. "She just stuck her tongue all the way up my pregnant pussy."

"I can tell she likes it too," Ben groaned, "her pussy is squeezing my cock so hard it's a miracle I can move it. But it feels so fuckin good."

"Here Ben, suck my tits," Gwen said, "I could use a good milking after this."

"Well I am thirsty," Ben said with a chuckle as he leaned forward to lick Gwen's swollen nipples before he sucked the left one into his mouth.

"Suck me Ben," Gwen moaned, shivering at the double jolt of sexual energy as her cousin sucked the milk from her tits and the older girl ate her cunt. Even before Ben switched to her right nipple Gwen felt her first orgasm roll through her body to leave her gasping for breath and wanting more.

Gwen wasn't the only one enjoying herself, Joey was shocked to realize just how good Ben was with his cock. In spite of his youth the boy seemed to know more tricks than any of her boyfriends and even though his cock was the smallest one she'd ever fucked she felt her first orgasm rushing out from her cunt after just a few strokes of Ben's cock. As the first orgasm slammed through her body Joey stretched her neck as far as it would go and buried her face in Gwen's crotch, sucking hard on the younger girl's cunt and driving the pregnant redhead into her second orgasm.

"Oh God," Gwen moaned as she came down from her second orgasm, she could already feel her body building toward another one. "Ben I hope you're giving Joey a fuck to remember, because she really deserves it. She's already given me two orgasms and I can already feel another one building up in my pussy."

"I'm giving her everything I've got," Ben said, pulling his mouth away from Gwen's tit and licking the milk from his lips, "but I don't think I can last much longer the way her cunt clamps around my cock when she cums. I think I can hold out long enough to give her one more orgasm, but I'll probably shoot my load as soon as she cums."

Even though she knew Ben wasn't going to last much longer Joey was enjoying her fuck too much to slow down and she strained against her bonds until she gained enough slack to lift her ass off the concrete floor of the shed to meet Ben's next stroke and she clamped her pussy muscles down hard around Ben's cock, holding it tight in her belly as her whole body exploded with another orgasm."

"I'm cumming," Ben screamed as his balls pulled hard against the base of his shaft and he shot five wads of baby juice deep into Joey's fertile body.

"Wow," Ben said after he caught his breath, "that may not be the best fuck I ever had, but it was one of the best. What about you Gwen?"

"Three orgasms in one fuck?" Gwen said with a tired smile as she reluctantly pulled her pussy away from Joey's lips and got to her feet, "one of the best fucks I ever had. What about you Joey, was that a fuck to remember?"

"Oh yeah," Joey sighed, "I'm sure I'm going to remember this fuck for the rest of my life."

"Especially when your belly starts swelling," Gwen giggled.

"Oh come on," Joey said, "you don't really think I'm going to get knocked up from this do you?"

"I've learned the hard way that when Ben fucks a girl when she's fertile he always knocks her up, always."

"And if you don't believe her now," Ben added, "you will in a few weeks."

"Really?" Joey said sarcastically. Now that Gwen wasn't straddling her face the older girl had a clear view of Ben and what she was doing. She was surprised to realize that Ben wasn't putting his clothes back on the way his cousin was, instead he had his face between her stretched legs and he was licking her clean.

"What are you doing?" Joey asked, enjoying the feel of Ben's tongue as it reached just past her pussy lips.

"I'm cleaning you up," Ben said, "it wouldn't look good if the police gave you a strip search and found my cum dripping out of your freshly fucked pussy."

"I wouldn't worry about it," Joey said. "They don't have that many women of the force here so they can't give me a strip search until they get me back to the station, and by then you cum should be absorbed. The police will never know that you fucked me, especially since I don't plan to tell them about this."

"If you say so," Ben said, giving Joey's pussy one more lick and teasing her still erect clit with the tip of his tongue before he zipped her pants back up and fastened the hook at the waist. Gwen zipped Joey's top back up once she was dressed and looked around to make sure there were no clues left to what the three of them had done after Joey's capture. By the time she finished Ben was dressed and ready to go.

"Don't worry," Ben said, "we'll call the police as soon as we get out of here. All we're going to say is that you're here, we'll leave it up to you to explain why it took us so long to contact them after we captured you."

"Best reason of all, we had a long knock down drag out fight and it took you several minutes to take me down. Considering how much trouble I've been giving the police over the past couple months they won't have any trouble believing that, and it will give me a chance to brag about how I almost took you down."

"Works for me," Gwen said with a shrug. "I'll keep track of your case and once you get settled in I'll send you an anonymous letter with an untraceable e-mail address so you know how to contact us. Let us know when your pregnancy is confirmed, ok?"

"If I'm pregnant I'll let you know as soon as I do," Joey promised. "Now get out of here, the sooner you call the police, the sooner I get out of this position."

Chapter 18

"Penny for your thoughts Ben," Gwen said, looking up from her laptop and noticing that her cousin hadn't changed position in the last fifteen minutes. For a second she thought Ben hadn't heard him because he didn't take his eyes off the passing landscape as the rustbucket rattled down the road.

"I'm sorry Gwen," Ben said with a shake of his head, "what did you say?"

"I was just wondering what you were thinking about," Gwen said. "I don't think you've moved in the last half-hour and that's not like you."

"I know," Ben sighed, "I was just wondering what everyone was doing back home. I really miss them, especially Jane, Keesha, and Ken."

"So do I," Gwen admitted, "especially Ken, I haven't even seen our baby in two weeks. I talk to him over the phone to say goodnight every night, but it's not the same as holding him, feeding him, putting him to bed . . . "

"And changing him," Ben finished with a chuckle.

"Yes, I even miss that," Gwen said.

"You know kids," Grandpa Max said from the driver's seat. "If you miss everyone that much you could always have Ben change into XLR8 and run the two of you home in just a few minutes."

"Now why didn't I think of that," Gwen said with a rueful shake of her head.

"Are you sure you wouldn't mind if we ran home for a few hours Grandpa?" Ben asked, his hand hesitating over the plunger of the Omnitrix.

"Well we're not doing anything special today," Grandpa Max pointed out, "and you both know where we're suppose to end up so you shouldn't have any trouble finding me later. And if I need you for anything I can always call your cell phone. In fact it would probably be a good idea if you called home before head out, just to make sure that someone's there."

"Good idea grandpa," Gwen said, pulling her cell phone out of her pocket and hitting the speed dial for her home number. "Hello mom? Ben and I were just thinking about running home for a few hours to see everyone, will that be alright? Great, let everyone else know we're coming and we'll see you in a few minutes."

"Sounds like we're good to go," Ben said.

"Yeah, mom said our dads are at work so we won't see them, but she'll call everyone else and they should be at our house in a few minutes. So what are you waiting for? Go ahead and change so we can head home."

A few minutes later Gwen was catching her breath after XLR8's high speed cross country journey as she waited on the front porch for someone to answer her knock. "Gwen, Ben, come on in," Gwen's mom said as she held the door wide for her daughter and nephew. "But why did you knock? This is your home after all."

"Force of habit I guess," Gwen said with a sigh, "we've been on the road for a couple weeks now and rushing home like this makes it feel more like a stranger's house than home."

"I guess I can understand that," Gwen's mom said, "now hurry up and get in before someone recognizes you, especially you Ben, we can't have someone recognizing your alien form and realizing that we're related."

"Good idea," Ben lisped, sliding his reptilian form past his aunt and cousin to enter the living room.

As Ben crossed the threshold the Omnitrix started counting down and a red flash erupted while Ben changed back into his human form. "Ben," Jane squealed happily as she rushed across the living room to throw her arms around his neck and press her swollen belly against his flat one.

Ben leaned forward to give Jane a quick hug and kiss and extracted himself from her grip so he could hold her at arms length and get a good look at her. "Jane, you're huge," he said.

"Ben," Gwen said, "you can't say something like that to a pregnant girl."

"Why not?" Jane giggled. "Ben doesn't mean to insult me, he's just making an observation. And since I'm carrying twins and already a week late I have to admit that I am huge."

"So you're ok with Ben saying something like that," Gwen sighed, "but most girls or women would be insulted by a comment like that. So just remember to be careful what you say, ok Ben?"

"Ok, ok," Ben mumbled.

"So mom, where's Ken?" Gwen asked, looking around the living room. "I haven't held him in two weeks and I have two breasts full of milk just for him."

"Kennie's just finishing his nap," Gwen's mother said, "he should wake up any minute, and just like his father he'll be hungry."

"So while we're waiting is there anything else new that you haven't told us about?" Gwen asked.

"There sure is," Jane said, "something really big and we didn't want to tell you about it until we were sure things were going to work out the way we hoped."

"So what is it already," Gwen asked after several seconds of watching Jane's broad grin.

"You remember how angry my parents were when they found out I was pregnant and refused to get an abortion?" Jane asked.

"Of course I remember," Gwen said, "that's why you came to live here with us because your own parents kicked you out of the house until the babies are born."

"Well we had a whole new argument when they found out that I was planing to keep the twins," Jane explained. "In fact they gave me an ultimatum, either I give the twins up for adoption after they're born or they disown me."

"That's terrible," Ben said, "how can they do something like that to their own daughter? Not to mention their own grandchildren."

"Ben, you've never actually met my parents," Jane pointed out. "If you had you'd know how narrow minded and self righteous they are. Something like this is just like them."

"So what are you going to do?" Gwen asked.

"How do you feel about having a sister?" Gwen's mother asked her daughter, when Gwen turned to look at her mother her eyes focused on her mother's swollen belly and she giggled for a second before she added, "I meant, how do you feel about having a foster sister. We've been checking with our lawyer and he's started the paperwork to make us Jane's legal guardians based on the fact that her parent's already kicked her out of their house and threatened to disown her. Everything should be finalized by the end of the week."

"Sounds great," Gwen said, moving in to give Jane a quick hug. "Welcome to the family Jane."

"Well it did happen a little sooner than I expected," Jane said, giving Ben a shy glance, "but I'm glad it happening."

Before Gwen and Jane could pull apart the doorbell rang and Gwen's mother rushed to the front door to look through the spy hole. "It's Keesha," she said, "I'm going to let her in but everyone move out of sight first."

As soon as everyone was clear Gwen's mother pulled the door open and gestured for the black teenager to enter. Once Keesha was in the livingroom the door was closed behind her and the pregnant fourteen year old turned to grin at everyone. "Hi Ben, hi Gwen, glad you could make it back for a few hours. Looks like I'm the odd one out, why don't you catch me up on what you've been doing while I make myself as comfortable as everyone else."

"Where's your mother Keesha," Ben's mother asked, "isn't she going to join us too?"

"She wanted to," Keesha said, her voice muffled by her shirt as she pulled it over the tightly curled hair on her head, "but she got called in to work so she dropped me off on the way. Could you give me a ride home later?"

"Of course. Now where were we before we were interrupted?"

"I think Gwen was about to tell us what she and Ben have been up to the last couple weeks," Jane said while she stroked the slight bulge of Gwen's pregnant belly.

"Well," Gwen started, watching Keesha as she stripped out of her clothes until she was naked as everyone else in the room, "we've run across a few of our friends and enemies from last year, and Ben's managed to knock up three of them so he's up to a total of ten babies born or on the way."

"At least ten," Ben interrupted, "after all, I may know when I knock a girl up, but I don't know how many babies she's carrying."

"Good point," Gwen admitted, "so he now has at least ten babies. And just wait until I tell you who he's managed to knock up so far." With Ben's occasional help Gwen was able to catch everyone up on what the two of them had been doing since they started the trip with Grandpa Max.

"Sounds like you managed to keep yourself busy," Jane said, reaching out to stroke Ben's cock, grown hard while Gwen was telling everyone about their adventures. "I wish I could get a piece of this right now, after listening to the two of you I'm so horny I feel like I could explode. But of course at more than nine months I'm far too big fuck you now, no matter how much I want to."

"Well I'm just as horny as you," Keesha said, running two fingers along her drooling slit and bringing her wet digits up to her mouth so she could lick them clean. "And I'm not nearly as big as you so I can enjoy a good hard fuck. Of course my belly's getting big enough that I may not be able to enjoy Ben's cock much longer."

"I'm actually feeling jealous right now," Jane said with a derisive snort. "I wouldn't give up Ben's twins for anything, but I wish they'd hurry up and get born so I could have good hard fuck."

"I have an idea Jane," Ben said with a mischievous grin, "you may be too pregnant for me to fuck, but I can still eat your pussy while Keesha fucks me."

"That sounds wonderful," Jane sighed, "but we're not the only ones here who want a piece of you Ben."

"No, you two go ahead," Ben's mother said, "as much as we want Ben's cock we still have our husbands to get us by."

"And I have Ben and Grandpa Max every day and night," Gwen pointed out, "I don't mind sharing him while we here. Besides, once Ken wakes up I want to spend as much time as I can with my baby."

"Speaking of my grandson," Gwen's mother said, cocking an ear at the sounds coming from the nursery, "there he is now. I'll go get him for you Gwen."

"Come on Keesha," Ben said as he stretched out on the livingroom carpet and put his hands behind his head. "While the rest of them are taking care of Ken the three of us can get started. My cock is nice and hard and ready to get buried in that nice wet pussy of yours."

"That's good," Keesha said, straddling Ben's hips and carefully lowering herself down until her pregnant belly hovered just a few inches above Ben's stomach while the tip of his cock touched the black girl's slit so her pussy juice flowed over the head and down the younger boy's shaft. "I don't know about Jane, but since you've been gone for the last couple weeks I'm too horny to care about much more than fucking you again."

Ben let out a slow groan of pleasure as Keesha slid her pregnant pussy slowly down his hard shaft until the curly black hairs around her cunt lips tickled Ben's groin. "Wow," Ben said as he watched Keesha's swollen belly jiggle as she wiggled her pussy around on his cock. "Don't tease me Keesha, fuck me, fuck me like you want another baby in your belly."

"I do want another baby," Keesha chuckled, "but we'll have to wait until this one is born first. But we can still practice, right?"

"We can always practice," Ben agreed, "at least until you get too big to practice. Of course it's up to you to decide when you're too big, and I've heard that some women fuck right up until they go into labor."

"I'd love to be fucking right up to the last minute," Keesha groaned as she started fucking her pussy up and down Ben's cock, letting her belly bounce at the end of every thrust.

As much as he enjoyed watching Keesha's belly bounce Ben found his attention drifting over to watch Gwen as her mother brought their son out of the nursery. "Hi there Kenny," Gwen gushed as she took her son from her mother and held him up to her naked breast so he could find the large nipple and suck it into his hungry mouth. "That's it honey," Gwen cooed, "drink your fill, mommy has plenty of milk for you and your daddy both."

"Your turn Jane," Keesha said, drawing Ben's attention back to her bouncing belly and tits as the black teenager slid her pregnant body up and down his shaft. "Straddle his head and ride him hard."

"Love to," Jane said, swinging her foot over Ben's head and carefully lowering her pregnant belly down to her boyfriend's mouth. Ben smiled as he watched Jane's drooling cunt on it's slow careful journey down to his lips and tongue. As soon as Jane's pussy was close enough Ben started sliding his tongue along her slit, teasing her erect clit with the tip while he watched her pregnant body as it rippled just a few inches from his eyes. Jane's pregnant belly was so close to Ben's face that he could see every bulge and ripple that passed through the swollen skin as his twins shifted around in their mother's womb.

Ken let out a brief complaint when Gwen shifted him to her other breast but it faded before it actually started once he had her other nipple in his mouth. "That's it Kenny," Gwen murmured, "enjoy your meal." As she continued to coo to her son Gwen let her eyes drift to where Keesha and Jane were taking advantage of Ben's cock and tongue and she felt a pang of jealousy.

"If you want to join them I can take care of Ken for you," Gwen's mother offered. "My milk's coming in and I have been taking care of him since you and Ben headed out with Max."

"Thanks mom," Gwen said, kissing the top of her son's head before she handed her son over. "I think he's full so you just need to burp him and then put him in the play pen."

"Sounds good," Gwen's mother said taking her grandson and putting him up to her shoulder.

"Hi Gwen," Jane said with a soft moan pleasure as Ben ate her pussy. "Do you want to play with my tits? They're so full of milk it feels like their about to burst so I'd like it if you sucked on them."

"Sure," Gwen said with a grin as she got to her knees in front of her best friend. When Gwen leaned forward to reach Jane's nipples small bulge of her pregnant belly pressed against the larger bulge of her friend's belly and the two preteens giggled self-consciously. After a few seconds Gwen leaned forward to suck Jane's swollen nipple into her mouth and she let the milk fill her mouth before she swallowed.

"Tasty," Gwen said, smacking her lips and shifting over to Jane's other nipple. She could feel her friend's swollen belly ripple against hers as the two baby's in her womb moved around. "Your milk tastes almost as good as mine."

"Almost?" Jane asked with a soft moan of pleasure as Ben sucked on her clit. "I think I'll let my babies decide whose milk is better once they're born."

"No fair," Gwen giggled again, "you'll have two votes to my one. At least for another six months or so. But then it will only be a tie."

"Only until I have another baby or two," Jane said. I plan to keep ahead of you no matter what it takes."

"I think you just might," Gwen said before she sucked Jane's other nipple into her mouth.

Ben was pretty sure that Keesha had already had one orgasm from the way her pussy had clamped tight around his cock. He 'd managed to hold off his own orgasm that time, but from the way the black girl was picking up her pace he was sure she was building up to a second orgasm and he didn't think he'd be able to hold back this time. As near as he could tell he'd managed to give Jane two small orgasms but this time he was trying to push her to a big one and with Gwen's help he thought he'd manage to push her over the edge at the same time as Keesha.

"I'm cumming," Keesha screamed as her cunt muscles clamped tight around Ben's invading cock.

"So am I," Jane said, grinding her pussy into Ben's face while her belly quivered just above his eyes. Ben watched as Jane's belly continued to ripple, far longer than he would have expected since her pussy stopped quivering through its orgasm while her stomach continued to shiver. When he realized that Jane's pussy lips were opening he pulled his mouth away from her slit. He could see Jane's slit spreading wide just above his face and he managed to grab a breath and hold it just in time when Jane's water broke and the amniotic fluid washed over his unshielded face in a flood.

"Mom," Ben sputtered as soon as the flood was over, everything had happened so fast Ben wasn't sure if anyone else had noticed that Jane's screams of pleasure had turned to screams of pain as she went into labor.

"Mom," Ben called again, "Jane's water just broke. I think she's going into labor."

The next thing Ben knew his mother and Gwen were helping Jane to the sofa while Keesha was climbing off his melting cock to get out of the way. "Keesha, get dressed and then get on the phone to the doctor and the hospital," Gwen's mother said as she pulled on her own clothes. "I'll grab Jane's bag out of her room and once everyone's dressed we'll get her out to the car and I'll drive her to the hospital."

"No time for that," Jane groaned through clenched teeth. "After making me wait an extra three weeks the twins are anxious to make their arrival."

"I think she's right," Ben's mother said, "I don't think she'll make it to the hospital in time."

"In that case Keesha, you better make it a call to the paramedics and the rest of us need to get dressed so things won't look too suspicious when they arrive."

As Ben tugged his pants on over his limp cock he noticed that his mother was helping Jane with her top between contractions. "What should we do?" Ben asked as he and Gwen finished pulling their clothes on.

"You should get out of here before anyone arrives," Ben's mother said, "after all, the two of you are suppose to be several hundred miles from here right now."

"Good point," Ben said, dialing up XLR8 on the Omnitrix and slapping the plunger down. As soon as his eyes cleared from the green afterglow of his change he picked Gwen up in his arms and headed for the kitchen door and out of the house in his rush to get back to the rustbucket.

"That wasn't a very long visit," Grandpa Max said as he stopped the rustbucket long enough to let Ben and Gwen back on. "I thought I'd be on my own until after dinner at least."

"Bit of an emergency back home," Gwen said, "Jane went in to labor and we had to clear out before the paramedics arrived."

"I can see that," Max said. "So what happened to you Ben? It looks like you took a dip in a pool somewhere."

"Not quite," Ben said, blushing as he told Grandpa Max what had happened.

"Caught in the flood when Jane's water broke," Max said with a chuckle, "you may want to clean up before you do anything else."

"Thanks Grandpa," Ben said dryly as he made his way to the RV's small bathroom.

"So how's Ken doing?" Grandpa asked, "does he miss his mother?"

"I'd like to think so," Gwen sighed, "but the truth is that he's too young to notice when I'm missing."

"Well he's still young," Grandpa Max pointed out, "and you have a job to do keeping an eye on Ben during the summer. When he's old enough I'm sure Ken will understand. Trust me, you're not a bad mother, you're a good daughter and cousin."

"I guess you're right," Gwen said with another sigh, "but I still feel guilty about leaving him behind like this."

If Max was going to add anything else his words were cut off by Gwen's cell phone. "Hi mom," she said after checking the display. "How's Jane doing? I see, I see, you're kidding, I hope no one makes the connection. Ok, thanks mom, I'll let Ben know and we'll try to get home in a few days after Jane comes home with the twins. Bye."

"What's the news," Max asked after Gwen snapped the cover shut on her phone.

"I'll let you know when Ben gets back so I don't have to repeat myself," Gwen said.

"Well I'm here now," Ben said as he came out of the bathroom, "so what's the news?"

"Mom said that Jane managed to hold out long enough for the paramedics to arrive but the first baby was crowning by the time they had their equipment ready. After that both twins were born in the next few minutes and afterward Jane and the twins were taken to the hospital for a couple days of observation."

"So what did your mother tell you that made you hope no one made the connection?" Grandpa Max asked.

"She said that Jane named the twins after her best friends, Ben and Gwen," Gwen said.

"I hope no one makes the connection," Ben said, "but since we are Jane's best friends I don't think anyone will. Still, it would be nice if people knew it was Ben Junior, but I can wait for that."

"I hope so," Grandpa Max said, "it's still several years before the two of you can get married."

"But that won't stop us from having more babies between now and then," Ben said. "And I look forward to making sure that we have as many as possible ."

Chapter 19

"Are you alright Ben?" Gwen asked her cousin, frowning at her own concern the morose boy who stared out the side window of the Rustbucket at the red streaked bluffs flowing past the window.

"I'm fine," Ben said in a voice that said he wasn't as he watched the passing scenery.

"If you say so," Gwen said. "I'm going forward to sit with Grandpa Max. At least I can carry on a conversation with him."

"Whatever," Ben said with a wave of his hand.

"How's Ben doing?" Grandpa Max asked as Gwen sat down in the passenger seat and strapped in.

"About as well as you'd expect," Gwen sighed. "Last summer Kai broke his heart and now we're going back to visit her and her uncle. How do you expect him to react?"

"I know," Max said with a sigh of his own, "but Ben had to deal with the pain sooner or later, and I couldn't exactly turn Wes Green down when he asked us to come for a visit. Ben should be alright as long as he keeps reminding himself that he has Jane waiting for him back home."

"But he still has to remember Jane while he's facing the girl he had his first major crush on," Gwen pointed out. "The weird thing is I thought Kai had a thing for Ben at first, then when I found out she was just interested in him because she wanted to make a pet of him when she thought he was turning into a Native American werewolf. When I realized that Kai was only playing with Ben's emotions I was almost ready to hit her right there, but I managed to restrain myself, and I guess I can understand where she was coming from, but she better not play any games with him this summer."

"You're right about that," Max growled, "I don't care how good a friend Wes Green is, if his niece plays with my grandson's emotions again I'll . . . Well, I don't know what I'll do, but it won't be good."

"And I don't think Wes will be too happy with her either," Gwen said.

"No he won't," Max sighed, "he was disappointed with her last summer, if she does it again we may have to wait in line."

After several seconds of silence Gwen said, "We'll have to keep a close eye on Ben and Kai, and if something happens we'll have to remind him about Jane."

"You can do more than that," Grandpa Max pointed out, "if Ben does start to fall for Kai again you can always remind him of what you have to offer with a good blowjob or a good hard fuck."

"I wish it was that easy," Gwen sighed, "I gave Ben a wake up blowjob this morning and he didn't even seem to notice, he just kept talking, wondering what Kai was doing."

"If it happens again just remind him how good Jane's mouth would feel on his cock, or how tight her pussy is when they fuck," Grandpa Max said, concentrating on the road ahead. "I'm sure you'll think of the right thing, you just have to keep doing it."

"I'll try grandpa," Gwen said with a weak smile. "In fact I may as well start now, how long before we're there?"

"Not long," Max said with a quick frown, "but probably long enough for the two of you to have a quickie."

"Thanks grandpa," Gwen said, giving Max a quick kiss before she got up from her chair. "I'll give you a quickie before bed tonight, my way of saying thanks for the advice."

"I'll look forward to it," Max said with a smile.

By the time Max pulled into the visitors' parking lot next to the reservation's public arena Ben had managed to fill his red headed cousin's pussy with a large load of cum and then cleaned up, ready to face Kai and Wes Green.

"Thank's Gwen," Ben said as he fastened his belt, "I needed that to get my mind off Kai, if only for a few minutes."

"Well just remember that there's more if your mind starts drifting too close to Kai," Gwen said, adjusting her shirt to hide the bulge of her pregnant belly. Even she had to admit that her stomach was getting too large to hide if someone looked close, but for now she was sure she'd be able to hide her pregnancy from the casual observer.

"Wes said that Kai's leading the presentation again this year," Max said as he joined his grand children before leading them out of the rustbucket. "We're suppose to meet him there at the two o'clock performance. Until then I guess we're free to do whatever we want, but I want the two of you to be careful. Stay out of trouble and remember to meet me outside of the performance area before two. Other than that, enjoy yourselves."

"Yes Grandpa," Ben and Gwen chorused.

Ben was enjoying a taco he bought from one of the many food wagons set up around the arena when he heard someone call his name. He wiped the grease from his chin with his sleeve and turned to see Kai's raven black hair weaving through the crowd as she made her way toward him. "Ben, I'm so glad you made it," Kai said as she came to a stop right in front of him. She was dressed in her traditional dance costume and he watched the feather's bounce to a stop long after she stopped. "Have you seen the dance yet?"

"Not yet," Ben said, letting his gaze shift from the feathers of Kai's costume to her heaving breasts as she caught her breath. "We got here too late to see the last performance, we're planning to see your two o'clock show but we're taking in the sights until then."

"So you're on your own then?" Kai asked hopefully.

"Not exactly," Ben said hesitantly, "Gwen's right over there, and Grandpa's around somewhere too, I just don't see him right now."

Kai turned to look in the direction Ben indicated and she recognized Gwen's red hair as it stood out from the crowd around her. "Ben, I really need to talk to you about something personal, but if you want Gwen to be there when we talk I'd understand. Especially after the way I treated you last year."

"I'm glad to hear that you're sorry for last summer," Ben said, "if you feel that sorry than I guess I can trust you. What do you want to talk about?"

"It's really personal," Kai said, taking a quick worried look at the people around them. "Come over here so we can have a little privacy."

Ben followed Kai to a point several feet away where there was no one else close enough to overhear them if they spoke quietly. "Ok," Ben said, "what did you want to talk about?"

"Ben," Kai said after a deep breath, "I want you to know that I really am sorry about last summer. I never meant to hurt you like that, and the truth is that I do care for you, more than I realized when I thought it was just your werewolf form I was interested in. Since then, especially over the last few months, I realized that there was more to it than I realized."

"What's changed over the last few months?" Ben asked.

"As if you hadn't noticed," Kai said with a smirk, "you keep staring at them even when you try to look away from them."

"Your breasts?" Ben said, "but you had breasts last year."

"But they weren't nearly as big as they are now," Kai pointed out. "On top of that I've started having my periods. I'm guessing that you've had some sex ed by now so you must know the rush of hormones that hit when that happens. It might sound strange but I've been thinking that the best way to make things up to you would be to let you be my first."

"Your first?" Ben asked, his eyes growing large as he let them run down Kai's body, past her larger tits and down to her skirt. In his imagination he could actually see through the fabric of the skirt to the soaking wet panties underneath, and then past the panties to the drooling virgin pussy between Kai's thighs.

"I'm guessing I'll be your first too," Kai said nervously.

"No," Ben said, glancing back to where Gwen was visible through the crowd. "Kai, take a real good look at Gwen and tell me what you see. Make sure that you take a close look at her belly."

"No, it can't be," Kai said with a small gasp. "Gwen's pregnant?"

"Number two," Ben said, "our first baby is our son Ken who's spending the summer with his grandparents so Gwen can keep an eye on me. And Gwen isn't the only one either, Gwen's best friend Jane just had my twins, and Keesha, another friend, will have a baby in a couple months. Then there's my mom, Gwen's mom, and Keesha's mom, all of them due to have one of my babies in a few months."

"You've had sex with all of them," Kai said slowly, "and now they're all pregnant by you?"

"And that's not even counting the girls I've knocked up already this summer," Ben said. "That reminds me, because of the Omnitrix I know when a girl is fertile, and I know if I'll knock her up when I fuck her."

"And you'll knock me up if we fuck?" Kai said softly.

"Yes," Ben said, letting his eyes drop to the ground for a second before he lifted them up to watch the rise and fall of Kai's tits under her blouse.

"I knew I was fertile," Kai said thoughtfully, "and I knew there was a chance I'd get pregnant if we fucked, so I guess things don't change that much if I know I'm going to get knocked up. If you're still interested you can still be my first. The first one to fuck me, and the first one to knock me up."

"I think I'd like that," Ben said with a mischievous smile. "But are you sure there's no one else you want to be your first?"

"There is someone else," Kai admitted with a deep red blush. "I've been dropping hints for months, but Uncle Wes doesn't seem to notice, or if he does he pretends he doesn't know what I'm doing. I'm actually glad that he's been so dense about my hints because I'm a little nervous about letting him pop my cherry with his large cock. I figure your cock must be smaller than his so it shouldn't hurt as much."

"I don't know about that," Ben said, "it doesn't matter how big or small the cock is, when you get your cherry popped it hurts. But I do have an idea. If you don't mind Gwen and I work great as a team when it comes to taking care of virgins. She's been there when I popped the cherries on two girls and she knows how distract you from the pain when you get your cherry popped. Why don't I ask her to join us, that is if you don't mind."

"Actually it may help my nerves if another girl's there," Kai said with a nervous grin, "why don't you ask her if she wants to join us and I'll meet you at our cabin in fifteen minutes."

"Ok," Ben agreed, "we'll see you in a few minutes then."

"Are you sure about this Ben?" Gwen asked as the two of them walked up to the front door of Wes and Kai's cabin, "after all, she did crush you heart last summer."

"Don't remind me," Ben said with a roll of his eyes. "I really did consider turning her down, but she's so vulnerable right now that I just couldn't do it. But that's why I wanted to include you, if something does happen you're there to back me up, and if nothing happens I'm sure you'll enjoy helping me pop another cherry."

"I do enjoy that," Gwen said with a grin. "Ok, let's do it."

The door opened so quickly at Ben's knock that he was sure Kai must have been standing there waiting for them to arrive. After a quick look up and down the street the raven haired girl stepped back from the door and opened it wide for them to step through. "Not exactly what I expected," Gwen said as she let her eyes roam around the livingroom, taking in the wide screen tv and the high end stereo equipment along one wall.

"Uncle Wes may talk a lot about our traditions," Kai said as she closed the door behind the cousins, "but he does enjoy his comforts. You think the entertainment center is something, you should see the computer equipment he has in his office."

"Maybe next time," Ben said when he noticed the spark of interest in Gwen's green eyes. "We're not here for a tour, and I don't think it would be appropriate for us to invade your uncle's private rooms."

I guess you're right," Kai said, smoothing down the short blue skirt and white t-shirt she'd put on in place of her traditional dance costume. "I thought we'd do it in my room so we'll have some extra privacy."

"Sounds good to me," Ben said as he and Gwen fell in behind Kai, he grinned at view he had of her butt swaying back and forth under her tight skirt. "The odd thing is that this will be the first time I took a girl's cherry on an actual bed."

"Seriously?" Kai asked, turning to give Ben an encouraging smile when she turned to open the door to her bedroom.

"Yep," Ben said, "the first time Gwen and I fucked it was on the bench in the rustbucket, when I popped Jane and Keesha's cherries it was on a mattress in our secret room behind the bleachers at school. And when I popped Kathy's cherry a few weeks ago it was in a chair in the doctor's waiting room."

"So I guess this will be the first time you popped a girl's cherry in a real bed," Kai said with a chuckle. "I guess I should feel honored since I'm going to loose my virginity in my own bed."

"At least you'll feel more comfortable than the rest of us did," Gwen said with a chuckle.

Ben took a couple steps into Kai's bedroom and stopped to take a quick look around after she turned on the overhead light so everyone could get a good look around. "So, what do you think?" Kai asked taking in the whole room with a casual wave of her arm.

"About what I expected," Ben said with a shrug looking around at the old tv and stereo stuck in the corner of the room as well as the dreamcatcher hanging just above the pillows on the queen size bed that took up most of the room's floor space. "Except that the bed is larger than I would have expected."

"Uncle Wes's idea," Kai said. "Before I moved in this was his guest room and he decided it was easier to keep the queen size bed and let me grow into it instead of getting a smaller one. I guess it works for us since there's plenty of room for the three of us right now."

"So why are we still standing here fully dressed?" Gwen asked. She reached for the hem of her blue on blue shirt and pulled it up over her head so the cartoon cat face disappeared as her bare breasts were exposed.

"Good question," Kai admitted with a nervous laugh as she tugged at the hem of her own shirt.

"Relax Kai," Ben said, removing his own clothes as he watched her expose the light brown skin under her clothing. "You don't have anything to be scared about, and we'll make sure that you enjoy it as much as you can."

"Ben's right Kai," Gwen said pushing her pants down and kicking off her sneakers before she stepped out of them. "We know what we're doing. It's not like you're going to lose your virginity to an inexperienced kid."

"I know that now," Kai said, staring at the bulge of Gwen's pregnant belly and the way her milk filled tits bounced when they were freed from the constraints of her shirt. "But an hour ago I thought I was going to offer myself to another virgin. It's going to take an adjustment now that I know the truth. So, what do I do now?"

"Get up on the bed," Ben said, pulling the covers back and patting the bottom sheet in invitation. "No, don't lie down, not yet, sit up and let us help you get ready."

Ben took a second to enjoy the older girl's flawless nut brown skin before he placed a hand on each of her knees and pushed them apart. Once Kai's thighs were spread far enough apart to give him easy access to the black fringe around her pussy Ben got down on his knees and pulled her closer to the edge of the bed as he shoved his head between her legs so he could reach her bone dry slit.

"I could use a little help here Gwen," Ben said as he ran his finger along Kai's slit, sending a shiver of pleasure running up her spine. "She's really dry so if you could play with her tits or something we could turn her on that much faster."

"What are you going to do?" Kai asked when Gwen sat next to her on the edge of the bed.

"Nothing you won't enjoy," Gwen said with a mischievous grin. "All I'm going to do is massage and suck on your tits while Ben eats your pussy. Trust me, you'll love it. And the more you love it, the wetter your pussy will get, and the sooner Ben can pop that nasty little cherry of yours and knock you up."

"Oh," Kai purred as Gwen licked and kissed her tits, "you make it sound so sexy."

"It is sexy," Ben said, tickling Kai's clit with his finger, he saw Kai's nipples pop erect as she gave a little squeal of pleasure and Gwen sucked the dark pink nub into her mouth enthusiastically.

"You're already starting to get wet," Ben said, holding up two of his fingers so Gwen and Kai could see the pussy juice coating their tips. "But just to make sure I think we should give you an orgasm before I pop your cherry. How does that sound Kai?"

"It sounds great," Kai said with a soft moan. "I'm always playing with my pussy and tits but whenever it starts to feel good I'm afraid Uncle Wes will hear me so I stop when I start making noise."

"Maybe you should have made a lot of noise," Gwen said, cupping Kai's tits and pushing them together so both of her nipples were close enough for her to suck at the same time. "After all, if your uncle knew you were masturbating he may have decided to join in."

"You don't know my uncle," Kai said with another his of pleasure when Ben sucked on her slit while he tickled her erect clit with his fingers. "I don't know what Uncle Wes would have done if he heard me screaming through an orgasm, but I know he wouldn't join in."

"You never know," Ben said, "I never thought our parents would join in, but it turned out that our moms wanted me to get them pregnant."

"And they expect more than one baby apiece out of him," Gwen added. "I think your uncle is more interested in joining in than you expect."

Kai let out another groan of pleasure and squeezed her thighs around Ben's head, pulling him in tight against her quivering cunt. "Playing with myself never felt this good," she sighed.

"And you haven't even had an orgasm yet," Gwen giggled. "But if you think this feels good, just wait until Ben fucks his cock into your pussy, then you'll know what pleasure is really all about."

Ben's head was buried so deep in Kai's crotch that he couldn't hear what the two girls were saying, but he knew that Kai was getting close to her first orgasm from the way her pussy was quivering against his lips and tongue. Since there wasn't enough room for Ben to get his fingers in he shifted his head around until his nose was touching Kai's erect clit and he teased the blood filled organ with the tip of his nose as he ran his tongue up and down the girl's juicy slit.

Kai's whole body spasmed and jerked along the edge of her bed and her head snapped back as she screamed with pleasure as Gwen stepped back and watched her raven tresses fly through the air. "I told you you'd like it," she said with a broad grin as Kai's body relaxed after its orgasm.

"I never knew an orgasm would feel so incredible," Kai gasped. "And fucking is even better?"

"It sure is," Gwen said with a nod.

"In that case I don't want to wait any longer," Kai said opening her thighs and pulling Ben's head away from her cunt in spite of his attempts to keep eating her pussy. "Ben, I want you to fuck me, right now."

"Are you sure?" Ben asked, getting to his feet so his hard cock hovered just a few inches from Kai's black furred slit.

"I'm sure," Kai said with a deep breath, "I don't care how much it hurts, I want you to pop my cherry right now. Fuck me until I can't take it any more and fill me with your cum and your baby."

"I never get tired of hearing those words," Ben said with a broad grin. "Don't worry, I'll take it slow until you get use to my cock, but once you adjust watch out, I'm going to drive you wild with pleasure."

"Promises promises," Kai said with a nervous quirk of her lips. "Come on and show me what you've got Ben."

"Whatever you want Kai," Ben said as he let the tip of his cock kiss the girl's wet pussy lips.

"Don't make me wait Ben," Kai begged, "fuck me. Now!"

With a chuckle for Kai's impatience Ben slipped the head of his cock (now coated with Kai's juices). Kai wiggled her ass on the bed and pushed it closer to the edge so Ben had to slip more of his shaft into her cunt or step back, he chose to slide another half inch into her wide open slit until his cock was stopped by Kai's unbroken cherry.

"This one's for the money," Ben said, wiping sweat from his brow and pulling his cock back a fraction of an inch to get a little more momentum.

"Here Kai," Gwen said leaning over the Native American girl so that her milk filled tit hovered just above Kai's lips. "Suck on this, I bet you won't scream in pain when your mouth is full of my milk."

"Thank's Gwen," Kai said, giving the redheaded girl a quick grin before she sucked her nipple between her lips and filled her mouth with her milk.

"Here we go," Ben said focusing on the sight of his cock spreading Kai's pussy lips. "Say goodbye to your virginity." With one quick thrust Ben buried the full six inches of his cock deep in Kai's quivering belly. The raven haired girl let out a muffled squeal when the blunt head of her lover's cock punched through her cherry and came to a rest against her cervix. As the pain passed Kai realized that she'd sucked even more of Gwen's breast into her mouth and she managed to swallow her friend's milk before she released her friend's nipple.

"Thanks Gwen," Kai said a little shakily, "that really did help me deal with the pain, and I really liked getting a taste of your milk too. Do you think my milk will taste that good?"

"Every girls different," Gwen said with a shrug, "but I always enjoy the taste of another girl's milk no matter how different it tastes."

"How does your cunt feel?" Ben asked, "are you ready to start fucking now?"

"I think so," Kai said hesitantly, "but start slow just to be sure."

"Sure thing," Ben said, drawing his shaft slowly out of Kai's pussy until only the head was lodged between her cunt lips and then slid it back in just as slowly while Kai moaned in pleasure with every inch that entered her body.

"Gwen," Kai said with a grunt, "get your pussy over here, I want to eat it while Ben fucks me."

"I like the way you think Kai," Gwen said holding her stomach as she straddled the older girl with her knees and lowered her pussy until her drooling slit touched Kai's mouth. "Just remember what Ben did to you and do it to me. Yeah, just like that," Gwen hissed with pleasure when Kai ran her tongue along Gwen's red furred slit, tickling the eleven year old's erect clit when she reached the top of her cunt.

While Kai was learning to eat Gwen's pussy Ben was picking up the pace of his fuck, sliding his cock in and out of Kai's pussy faster and faster with each stroke until he was thrusting hard enough to make the bed shiver while his balls bounced off Kai's ass. "You're a natural Kai," Gwen screamed as the other girl buried her tongue in her pussy and wiggled it around.

"You told me to do the same things Ben did to me," Kai panted, she could already feel another orgasm building up in her pussy and she realized that Gwen was right when she said that fucking would be better than anything else she'd ever done. "I am trying a few things Ben didn't do, I hope you like them."

"I love them," Gwen gasped, "that's why I said you're a natural. You know what a girl likes and you do it. So how does Ben's cock feel in your tight little pussy?"

"Incredible," Kai groaned. "You told me it would feel good, but I never thought it would be this good. In fact, I think I'm about to have another orgasm."

"That's Ben for you," Gwen chuckled, "he really knows how to use that cock of his."

"Thanks Gwen," Ben panted, wiping the sweat from his forehead without slowing the pace of his thrusts, he could feel Kai's pussy muscles quivering around his shaft and he knew it wouldn't be long before she had her orgasm but he realized his own orgasm was closing in fast too, he just hoped he could hold out long enough to cum at the same time she did.

When her body spasmmed with the sheer pleasure of her orgasm Kai buried her mouth in Gwen's cunt, sucking in the juices that flowed from her slit and pushing the redhead into her own orgasm as she felt Ben's sperm flooding her womb.

"Wow," Gwen said after she caught her breath, "a three way orgasm. I don't think we've ever managed that before."

"Here's an even bigger surprise," Ben said, "even after shooting my wad I'm still hard and ready to go."

"Well don't stop now," Kai said, "even if you've already knocked me up I'm ready to keep going."

"So am I," Ben said, "but I have an idea I think you'll like."

Before Kai could ask Ben what he had in mind he pulled his cock out of her pussy with an audible slurp and lifted the Omnitrix so he could see the face as he dialed up the alien he wanted. "Gwen usually wants to fuck me as a human," Ben said as he adjusted his watch, "but sometimes we like a change of pace and I fuck her in one of my alien forms. Since you were so entranced with my alien werewolf form last summer, how would you like to fuck me in that form right now?"

"Now that sounds like fun," Kai said sitting up to watch as Ben paused with his hand over the plunger of the Omnitrix.

"Just one thing, when I'm in this form I can't speak so I'll have to communicate with gestures and growls.

"I'm sure we'll do fine," Kai said with a nod. "Do it."

Ben nodded and slapped his hand down on the plunger. Green light flowed over Ben's body and it grew and changed until the light faded and Ben stood on his hind legs in all his blue furred glory. "Now this is going to be fun," Kai said with a grin, giving Ben's werewolf form an appreciative look.

"And I think it's going to be fun to watch," Gwen said. "If the two of you don't mind I think I'll move to a chair so I can get a good view of what's coming up."

"But what am I going to do if your pussy isn't there for me to eat?" Kai asked.

"You'll think of something," Gwen said, "after all, you won't usually have another girl to join in when you're fucking a guy."

"Yeah," Kai sighed, "I guess I should get use to fucking on my own, but I'm still going to miss the extra pussy after today."

While Gwen made her way to the chair next to the door Ben let out a soft growl to get Kai's attention and then gestured at her. "I don't understand Ben," Kai said with obvious confusion. "Gwen, can you tell me what Ben's trying to tell me?"

Ben repeated the gestures and Gwen giggled when she realized what her cousin was trying to say. "He wants you to get all the way back on the bed and then get up on your hands and knees with your ass facing him so he can fuck you from behind."

"Ok, now I understand," Kai said, "but why did you laugh when you realized what Ben was saying."

"Because," Gwen said with another chuckle, "this position is usually called doggie. Get it? Ben's a big dog and he wants to fuck you doggie style."

"I get it," Kai said with a chuckle of her own as she pushed herself back on the bed. "I also remember that I wanted to make Ben my pet when we thought he was actually changing into a werewolf last year. I guess turnabout's fair play."

"And very pleasurable," Gwen added.

Once Kai was in position Ben crawled up behind her on the bed. He leaned forward until his muzzle was next to her ear and licked her face with his long tongue. With his furry chest pressed against Kai's back Ben reached around her to cup her tits in his hands and teased them until Kai let out a moan of pleasure. Only then did he slide his cock (much larger in his werewolf form than it was in his human form) under Kai's ass and between her thighs until the head reached her drooling slit and he took one hand off her tits just long enough to guide the head between her cunt lips.

"Oh God," Kai groaned when Ben's large cock forced its, "your cock is so much bigger now. Fuck me Ben, fuck that monster in my tight wet pussy and make me cum."

Ben growled in response and picked up the pace of his thrusts, shoving the full length of his cock in and out of Kai's slippery cunt, spreading her pussy lips so wide that she would have screamed in pain if it didn't feel so good. With the pain and pleasure spreading from her cunt and tits Kai's belly felt like a volcano of sexual energy and it didn't take long for it to explode with the largest orgasm she'd had in her life.

"Oh wow," Gwen said, ramming her fingers in and out of her drooling pussy while she watched her cousin slamming his oversize werewolf cock in and out of Kai's wide open cunt. She could see Kai's flat muscular belly cramp up as the raven haired girl screamed in pleasure and her cunt muscles clamped so tight around Ben's cock that he couldn't move it for several seconds until the orgasm passed through Kai's body and her slit relaxed enough for Ben to slam his cock in and out of her again. Ben growled in pleasure and let his tongue loll out of his muzzle to lick Kai's ear. Kai giggled at the touch of Ben's tongue and then let out another moan of pleasure when Ben squeezed her tits and pulled on her nipples when they popped erect against his palms.

"You guys have no idea how sexy it is to watch you fuck like this," Gwen groaned as she replaced the fingers in her pussy with her other hand while she raised the well lubricated fingers to her mouth to suck them clean.

"If you think it's sexy watching us," Kai panted, "you should try doing it. I never thought fucking would feel so good, I don't ever want to stop."

"Too bad we're only here for a couple days," Gwen said with a malicious grin. "What are you going to do for a cock after we leave?"

"I'll find someone," Kai hissed, her belly starting to quiver with the sexual energy flooding into it again. "Someone or something, I don't want to go more than a day without a cock in my pussy ever again."

"Well Ben you've done it again," Gwen laughed, "you've turned another innocent virgin into a cock hungry slut."

Ben emitted a choked growl from his throat that sounded suspiciously like a chuckle and Kai joined in. "Well, I don't know about the other virgins you converted," Kai moaned, "but I'm happy."

"So am I," Gwen purred, "I was Ben's first convert, but I wasn't the last, and I don't know of anyone who wasn't pleased with their conversion."

"Oh God Ben," Kai gasped bracing her arms against the beds mattress and pushing her ass back against , "I'm going to cum again, and it's gonna be a big one."

Ben growled a warning of his own and Gwen looked up in time to see the four segments of his muzzle pealing back as he raised it toward the ceiling and she yelled a warning, "Ben no!" she cried. "If you let out a sonic howl in here it could bring down the whole cabin."

Gwen wasn't sure if Ben heard her warning but she saw the segments of his blue muzzle reform and his mouth gaped open as he howled his triumph to the ceiling. "Yes," Kai screamed, "cum inside me Ben, fill me with your alien cum."

From her chair next to the bedroom door Gwen saw the last thrust of Ben's blue cock and the way his balls contracted and his shaft pulsed as he shot his load deep in Kai's body. She also saw Kai's belly ripple and her thighs snap together to hold Ben's spurting prick in her pussy as her scream of pleasure joined Ben's howl.

Gwen was ramming her fingers in and out of her pussy and squeezing her tits, right on the edge of her own orgasm as she watched Ben and Kai with their shared orgasms. As Ben's howl and Kai's scream faded Gwen heard other voices through the bedroom door. "Don't tell me you didn't hear that Max," the first voice said as it approached the door. "It sounded like a the howl of a wild animal, and it was coming from Kai's room. And I'm sure you heard her scream right along with the howl."

"I heard it Wes," the second voice said, "but before you open that door there's something you need to know."

"No! If Kai's in danger I can't wait," the first voice said, his footsteps approaching the door in a rush, "you'll have to tell me later."

Gwen had just enough warning to pull her fingers out of her pussy before Kai's uncle reached the door and opened it from the other side but there wasn't enough time to warn Ben or Kai before Wes Green stopped dead in the wide open door with a clear view of his naked niece and the alien werewolf with his hard cock shoved deep in her black furred pussy.

"Kai," Wes gasped, blinking several times as if he was trying to dismiss the whole sight as nothing more than an illusion. Shifting his gaze from Kai to the furry blue werewolf with his softening cock still plugged in his nieces drooling cunt. "Ben?" Wes asked hesitantly, recognizing the alien form Ben had been adapting to during his visit a year earlier.

Ben growled and nodded his confirmation, he pulled his wilting cock out of Kai's sperm filled pussy and rolled over onto his bed, letting his tongue loll out of his muzzle as he let out a contented growl.

"It isn't what it looks like Uncle Wes," Kai said as she rolled onto her ass next to Ben's alien form.

"I think it's exactly what it looks like," Wes Green said, licking his lips nervously while he watched Ben's sperm ooze out from between Kai's spread thighs. "Is this what you were trying to warn me about Max?" Wes asked as he took a step into Kai's room to make room for Grandpa Max.

"It was," Max said. "When you told me about the way Kai's been acting lately and the fact that she was the one who wanted us here I thought something like this was going to happen. I wanted to warn you that Ben and Gwen have been sexually active since last summer since I thought Kai would make a play for Ben since you've been ignoring her advances."

"You knew?" Kai asked her uncle. "You knew that I was trying to seduce you?"

"How could I miss it?" Wes said with a chuckle, "the way you'd walk naked from the shower to your room and push your tits against my chest when you weren't wearing a bra? Of course I noticed, I was just afraid of what would happen if I let myself respond to your advances."

"But I wanted you Uncle Wes," Kai said, "as much as I enjoyed fucking Ben and letting him knock me up I wanted you to fuck me. I love you Uncle Wes."

"And I love you," Wes said with a sigh. "I've dreamed of fucking you since before your parents died and you moved in with me, but I was afraid that if I gave in to you that I'd end up forcing you into something you didn't want to do."

"Does it look like I'm being forced?" Kai asked her uncle. "Now that I've lost my cherry I intend to fuck as much as I can, and if I'm not fucking you I'll have to find someone else."

"It's not the fucking I was worried about," Wes pointed out, "I don't want to knock you up. I want children, and I'd love to have them with you, but I didn't want to make you feel obligated to have my babies or take a chance that I'd intentionally knock you up without your permission."

"I don't think you have to worry about that for the next nine months," Gwen said with a chuckle that made her belly bulge jiggle.

For the first time since he entered the room Wes took a good look at Max's redheaded granddaughter and noticed her pregnancy. "Is this Ben's work?" Wes asked Max without taking his eyes off the bulge of Gwen's belly.

"Yes," Max said simply.

"Our second," Gwen said with obvious pride as she patted the swell of her bare stomach. "Our son Ken is spending the summer with my parents while I keep an eye on Ben to make sure he doesn't get into too much trouble."

"What are the chances that he's already knocked Kai up?" Wes asked warily.

"Pretty good I'd say," Max said. "As near as I can tell Ben's managed to knock up every girl he's fucked since he lost his virginity. If there was even a slight chance that he can knock a girl up he does it, and thanks to the Omnitrix he knows when they're fertile and when he's knocked them up. What about it Ben? Is Kai pregnant?"

There was a flash of red light next to Kai's naked body and Ben shifted back into his usual form. Ben turned to look at Kai and gave her tooth grin before he said, "Oh yeah, I knocked her up for sure. You can fuck her all you want now Wes, you can't make her more pregnant than she is right now."

"I guess not," Wes sighed, "but now I'm actually disappointed, if I knew Kai was willing to get pregnant I wouldn't have held back."

"Don't worry Uncle Wes," Kai said bouncing out of her bed and rushing over to give her uncle a kiss. "This baby may be Ben's, but once she's born the next one is all yours, and the next, and the next, and the next."

"Just how many babies do you plan to have?" Wes asked his niece, giving her flat belly a quick rub.

"How many can I talk you into?" Kai asked with a purr, "because I plan to have as many of your babies as I can."

"I told you you'd created another fuck happy slut Ben," Gwen said with a chuckle. "But this is one slut whose not so happy, I haven't had a cock in two hours and I'm so horny I need one right now."

"Sorry Gwen," Ben said with a wave to his soft cock, "I'm tapped out for now, maybe when we get to bed tonight."

"I'm good to go," Max said giving his granddaughter a hopeful grin.

"Thanks for the offer Grandpa Max," Gwen said, "but I'm really in the mood for a new cock, and it looks like Wes here could use a little relief."

"I sure could," Wes agreed when Gwen ran her hand over the bulge in his jeans. "But are you sure you want me to fuck you? You do have Ben and your grandfather after all."

"Yes I do," Gwen admitted, "but I get tired of the same cocks day in and day out so a change would be nice. Why don't we go into your room and give your bed a workout so these two can recover in from their fun."

"Ok," Wes said turning to lead the way to his own room. He stopped to turn back to the two lovers resting on the queen size bed and said, "Just to make sure you understand Kai, starting tonight I expect you to spend your nights in my bed, and with my cock stuck in that tight little pussy of yours, no matter how pregnant you are."

"Thank you Uncle Wes," Kai said, letting her head drop back to her pillow with a happy sigh. "And thank you Ben, if you and Gwen hadn't popped my cherry my uncle never would have agreed to this."

"Glad to be of service," Ben said with a weary sigh before he let his eyes close to catch a quick nap. He hoped he'd have time to rest up before Kai's next performance.

Chapter 20

"Morning Gwen," Ben said, giving his naked cousin a quick kiss before he crawled over her and slid his bare feet down to the floor.

"What's up Ben?" Gwen asked rubbing the sleep from her eyes before she rolled over to watch Ben pull his clothes on. "No morning fuck?"

"Sorry Gwen," came Ben's muffled response as he pulled his shirt on over his head, "we need to get an early start this morning, remember?"

"Right," Gwen said slowly, "we're suppose to meet Lt. Steel for breakfast."

"And we have a hundred miles to go before then," Grandpa Max said adjusting his louder than usual Hawaiian shirt. "I'd still like to know how Steel got my cell number."

"Well he is a Federal agent with a high level security clearance," Ben pointed out, "he probably has the authority to get just about anything he wants."

"Including my secure and unlisted plumber cell number," Max said with a derisive snort. "That must be some security clearance."

"Well he is doing the same job as you," Gwen pointed out, "it's just that he's based on Earth instead of space."

"I guess you're right," Max said with a sigh. "Will you be alright with this Gwen? I know how horny you are first thing in the morning and how much you enjoy your morning fuck."

"I'll be fine," Gwen said, "I have my favorite dildo and enough privacy to take care of myself. You two go ahead and I'll see you when you get back."

Once they stepped out of the rustbucket and made sure no one else was around Ben dialed up XLR8 on the Onmitrix and a few seconds later he and Grandpa Max were on their way. Following the directions Lt. Steel had given them Ben found the part of town Steel and his men had cordoned off with their armed vehicles.

"Not exactly trying to hide," Max said when Ben set him down on his feet.

"Must be important if Lt. Steel is willing to be so public about it," Ben hissed after he raised the visor of his helmet. "Give me a second to change and we can go see what's so important."

A couple minutes later the two of them walked up to the uniformed guard at the barrier's makeshift gate and Max announced, "Max and Ben Tennyson to see Lt. Steel. He's expecting us."

The guard checked their names on his clipboard and then gestured for a nearby private. "This man will take you to the Lieutenant," the guard said. "This whole area is under military jurisdiction, any attempt to leave your guard will get you shot, is that clear?"

"Of course," Max said as Ben gave a nervous nod.

With the guards warning in mind Ben and his grandfather stayed as close as they could to their guide and breathed a sigh of relief when the private ushered them into the mobile headquarters where Lt. Steel was waiting for them.

"Ah, Max and Ben Tennyson," Steel said, combing his hand through his grey brush cut, "I'm glad you could make it. Anything special you want for breakfast?"

"Whatever you have," Max said with a forced grin, "as long as I don't have to cook it."

"So why did you want to see us lieutenant?" Ben asked as soon as the orderly left with their order.

"And how did you get my unlisted number?" Max added before Steel had a chance to open his mouth.

"First let me point out that this meeting is unofficial and no matter what I suspect," Steel said with a warning glare, "I don't have to report it as long as I don't have proof or a confession. Clear?"

"As mud," Ben muttered as his grandfather nodded his understanding.

"Since our last meeting I did some research," Steel said. "It wasn't easy, but once I found the right people I discovered that you had quite a reputation, one that my men and I don't even come close to meeting. And it seems Ben here is following in your footsteps so I thought it would be a good idea to keep you informed on what's going on here."

"So inform us," Max said.

"Two days ago one of our satellites detected a dimensional energy surge right here in the middle of town," Steel started. "We arrived as soon as we could and found evidence that something came through with the dimensional surge but it was long gone before we arrived. From the eyewitness accounts we were able to get the description matches the merged alien that we dealt with last summer."

"Kevin," Ben murmured before he caught himself.

"It would seem so," Steel agreed. "From the eyewitness reports we know he used one of the payphones and we were able to track the number he called."

Before the lieutenant could give Max and Ben the number he had to pause when the orderly returned with their breakfast order. Once everything was set out and the private left them to their eggs and bacon Max encouraged Steel to continue.

"The number Kevin called belonged to his step parents in New York," Steel explained.

"That doesn't make any sense," Ben interrupted.

"Ben," Grandpa Max warned.

"I mean it grandpa," Ben said. "Remember, Kevin and I started out as friends before he got so obsessed with my powers that he tried to steal them."

"Ben," Grandpa Max hissed, "don't say anything more in front of Lieutenant Steel."

"I'm sorry, did you say something?" Steel asked, looking up from his breakfast. "I guess I was hungrier than I realized."

"It was nothing," Max said, giving Ben a warning glare before he nodded for his grandson to continue. He realized that the lieutenant was giving them a break this time, but he didn't trust him to do it again.

"I knew Kevin for a while before he changed into that merged alien form," Ben said carefully. "He was living on the streets, and he told me it was because his step father kicked him out because he considered him to be a freak. I don't see Kevin calling someone like that right after he escapes the Null Void."

"Maybe he didn't call his step father," Lt. Steel said with a knowing grin, "maybe he called his half sister."

"Kevin has a sister?" Ben asked in surprise.

"A half sister," Steel said. "The family dynamics are a bit confusing but here's what I learned. Kevin's father divorced his mother when Kevin was about six months old. Kevin's father got sole custody of his son in the divorce and his mother disappeared shortly after. Two years later Kevin's father remarried. He and his new wife had a daughter about six months after the wedding and from everything I have Kevin and his step sister were pretty close growing up. Then about five years ago Kevin's father died in an industrial accident and he and his half sister were left with her mother. Kevin's stepmother didn't make a wise choice for her next husband, he was a man who'd spent more time in prison than out, and he didn't change his life style much after the wedding."

"I can guess what happens next," Ben said bitterly, "Kevin's stepfather tried to get him into the game and he refused to help him with his powers. I don't know if the stepfather got abusive at that point or if Kevin ran away to get away from him, either way he was out on the street and using his powers to survive."

"I'd say that's a pretty good idea of what happened," Steel said. "But Kevin's sister was still left behind. Whatever was happening at home it seems to have reached a crisis when Karen turned twelve a couple weeks ago."

"I can imagine what kind of crisis could arise with a girl turning twelve with a step father like that," Ben muttered.

"So can I," Lt. Steel said with barely suppressed anger, "that's why my men and I haven't tried that hard to catch up with our merged friend yet. So far we've managed to keep track of him through various reports and he seems to be making a direct run to New York. Apparently he can't run as fast as the alien who calls himself XLR8, but he is making good time and should reach the city in a few more hours."

"In that case we better get a move on," Ben said as he started sliding his chair back from the breakfast table. "I mean, if we're going to contact the good aliens so they can catch up with Kevin and maybe help his sister too."

"Ben," Grandpa Max said without looking up from his empty plate, "I think it would be best if you contacted your friends on your own."

"But Grandpa," Ben started, only to be interrupted when Max continued what he was saying.

"I wouldn't be much help with you and your friends rushing across the country to catch Kevin. On the other hand, if I stay here I should be able to help Lt. Steel and his men isolate the energy signal Kevin used to escape from the Null Void. That way we can find out how he escaped and make sure that noone else manages to escape the same way. After all, it wouldn't do for someone like Vilgax to escape, so we'll work on sealing that escape route while you take care of Kevin and his sister."

"I have to admit that we would appreciate your help on that little problem," Lt. Steel said, "with your experience we should have the breach sealed and barred in no time."

"In that case I'll go ahead and contact my friends so we can deal with Kevin and his sister and step father as well."

"Ben," Max said before he grandson had a chance to leave the trailer, "I think it might be a good idea if you made sure that you contacted Lucky Girl for this case. If there is a problem with Kevin's half sister she may be the best one to help her, better another girl instead of a strange alien if you know what I mean."

"Good idea grandpa," Ben agreed, "I'll contact her first just to be sure she's available."

Gwen was enjoying the warm aftermath of her third orgasm when she heard the rush of wind that usually came with Ben's arrival when he was XLR8. She put her dildo away reluctantly and turned to face the back door of the Rustbucket just as Ben opened it and stuck XLR8's reptilian face inside. "Gwen," Ben called after he raised the visor of his helmet. "Hurry up and get dressed. We need to get to New York as fast as possible, and I may need your help as Lucky Girl.

While Gwen dressed in her costume Ben explained the situation to her, finishing as she tied her mask behind her head. "So do you have a plan?" Gwen asked, considering her belly and the obvious bulge of her pregnancy under her tight fitting shirt. With a quick spell she disguised the bulge, the only way someone would notice her belly now was if they actually touched it, and she'd make sure that didn't happen.

"The best idea I have right now is to take you to New York and drop you off at the step parents place," Ben said as he picked Gwen up in his arms for the run to the city. "You link up with Kevin's half sister and get her out of the situation. I'm sure you can deal with one horny angry step father and get her to safety. In the meantime I'll double back and deal with Kevin."

"I think you have things the wrong way around," Gwen said, turning her face into Ben's chest so she could speak while the wind whipped around them. "I could deal with Kevin's step father and get his half sister away from the house but so could you. The problem is that if you deal with Kevin it'll turn into an extended battle. You know how much he hates you, he won't be listening to anything you have to say, and the property damage from the fight could be extensive. I think a better plan would be for you to drop me off to deal with Kevin while you run on to New York and do whatever you can to help Kevin's sister. Kevin and I may have had our differences but he won't automatically attack me the way he will you, and I may be able to get him to slow down and listen to reason."

"Sounds like a better plan than mine," Ben admitted. "But be careful ok?"

"You too," Gwen said, "we still don't know the whole story about Kevin's sister and step father."

"I know," Ben admitted, "but it must be something bad if Kevin's more interested in getting to New York instead of hunting me down. Don't worry, I'll use an alien form that will keep me and Kevin's sister safe. And you can tell him that when you meet him."

Once she was on her own Gwen started flying around to see if she could spot Kevin. It was actually easier than she expected to spot Kevin from the path of damage he left in his wake. Gwen landed in front of Kevin and cast a spell to wrap him firmly in the debris he'd just created. "Hello Kevin," Gwen said stepping up to the mound of earth, concrete, and steel she'd formed around the older boy's grotesque mix of Ben's aliens.

"Gwen Tennyson," Kevin said with a grimace of his deformed face. "So where's your cousin? Too scared to face me himself? Not that it matters, I don't have time to deal with either of you, I need to get home right now."

"No you don't," Gwen said, enforcing the spell holding Kevin as he struggled against it. "Ben is already on the way to help your sister, in fact he could be there by now."

"I guess that could work," Kevin said slowly. "I may hate your cousin's guts for what he did to me, but he does help people so I guess I can trust him to help my sister. But in that case, why are you here?"

"I'm here to help you," Gwen said.

"Don't lie to me," Kevin said, "I know you hate my guts. You blame me for what happened to Ben back in New York last year when we go caught breaking into that warehouse."

"Yes I do blame you," Gwen said, "you tricked Ben into entering that warehouse and you got angry enough to do something stupid, absorbing the power of the Omnitrix and turning yourself into this, this monstrosity that combines all of Ben's aliens into one. Kevin, you only have yourself to blame for what happened to you, but that doesn't mean I don't want to help you."

"And how are you going to help me?" Kevin asked bitterly. "I've been trying to turn myself back to human for months, can you help me with that."

"Maybe," Gwen said thoughtfully, "maybe I can help you. Tell me what you want more, to change back into your human form, or to get back at Ben?"

"Get back at Ben," Kevin said without any hesitation.

"I think the problem is that you don't have the right motivation for changing back," Gwen said with a lewd grin. "And I think I know the kind of incentive you need."

"And what's that?" Kevin asked, stopping his struggles long enough to give Gwen a hard look."

"This," Gwen said, pulling her shirt up at the same time that she negated the spell hiding her swollen belly. She let Kevin get a good look at her bare tits before she continued. "Now the question is, do you want these more than you want to get back at Ben."

This time Kevin had to think about his answer before he opened his mouth and Gwen stopped him before he was able to speak a word. "Just in case these babies aren't enough incentive," the red head said, zipping her pants down and pushing them down past her hips, "this can be yours too. If you can change back to your human form all this is yours Kevin."

"Seriously?" Kevin asked, licking his mis-formed lips with his forked tongue and running his eyes along the Gwen's bare skin.

"Oh yeah," Gwen moaned. She didn't take her eyes off Kevin's grotesque form when she cupped her breasts and squeezed the swollen mounds hard enough to send a stream of milk from the nipples so the liquid landed just a few inches from the older boys mouth. "I haven't had a cock in my pussy all morning, and I bet that once you change back your prick will be the perfect fit for my slit. And since I'm already pregnant you don't even have to worry about wearing a condom or pulling out. You can fill my cunt with all your baby juice and you won't have to worry about knocking me up. So, how is that for incentive to change back."

"It just might be enough," Kevin growled as he struggled against whatever force kept him in his mixed alien form. Gwen caught her breath and didn't release it until she saw a familiar red glow surround Kevin's body and she looked away to shield her eyes when the glow turned into a flash when Kevin shifted into his human form.

"You did it," Gwen said as Kevin pulled his much smaller human form out of the debris that had held his alien form.

"I sure did," Kevin said, brushing himself off before he turned to look at Gwen. "Now, do you really want me to fuck you?"

"I do," Gwen said, running her fingers along her slit and showing Kevin how wet they were. "Just look at how wet I am, I'm so horny I can hardly wait for you to crawl out of there and crawl between my thighs and into my cunt."

"You really are horny," Kevin said without taking his eyes off Gwen's red furred slit while he made his way toward her.

"I've never actually fucked a girl yet," Kevin said as he reached out tentatively to touch Gwen's drooling slit.

"You're a virgin?" Gwen asked with a gasp when Kevin stroked her pussy lips. "I haven't had a virgin since Ben and I popped each others cherries. Ben's had plenty of virgins since then, but you'll be my first since I lost my cherry."

"You and Ben fuck?" Kevin asked in surprise.

"Sure," Gwen said with a grin, "who do you think knocked me up? For the second time I might add."

"This is your second baby?" Kevin said in surprise, "and Ben knocked you up both times?"

"That's right," Gwen said, "and I'm not the only one he's knocked up, but even though he's the father of my children that doesn't mean that I don't fuck other guys, it just means he beat the others to my fertile womb."

"Wait a minute," Kevin said, running his left hand across Gwen's swollen belly while he ran the fingers of his right along her wet slit. "You're telling me that Ben is sexually active, in fact he's deflowered several virgins and knocked you and other girls up, right?"

"Right," Gwen said with a purr of pleasure.

"And he's rescuing my half sister?" Kevin asked, "what if he decides to make a move on Stephanie?"

"Kevin," Gwen said with a slow sigh, "Ben isn't going to do that. He wouldn't make a move on a girl unless she was already interested. And what do you think would happen if Stephanie was interested and you tried to come between them?"

Kevin thought about it for a few seconds while he continued running his fingers along Gwen's wet slit before he answered. "If I tried to come between Steph and something she wanted she'd punch me in the nose and find a way to get around me."

"So Ben won't do anything unless Steph wants it," Gwen concluded, "and if Steph wants it you can't stop her. Since you can't do anything about your sister and Ben stop worrying about it and start worrying about the best way to please me and my pregnant pussy."

"Point made," Kevin said with a shake of his head, "I'll stop thinking about Steph and just enjoy what I have here and now. So, how am I doing?"

"So far you're doing great," Gwen moaned, "you may be a virgin, but you've done this before haven't you?"

"Steph and I use to play around," Keven admitted, "but we never went all the way."

"Well this time you are," Gwen said, "in fact it looks like you're ready to go right now," she finished with a nod to Kevin's already erect penis.

"I think we both are," Kevin said, taking his fingers out of Gwen's wet slit and licking them clean.

Gwen grinned encouragement as Kevin scuttled up her pregnant body and brought the head of his cock up to the red head's drooling cunt lips. Kevin took a deep breath, looked deep in Gwen's eyes and eased his cock into the younger girl's juicy slit.

"Oh yeah," Gwen groaned as Kevin's cock filled her pussy. Kevin was a little longer and bigger around than Ben but smaller than any of the adults she'd fucked, but it was still her first cock of the day and it felt good to have it in her cunt. As Kevin shoved the last of his cock into her pussy with enough force to make his balls bounce off her ass Gwen looked up at the older boy and smiled before she spoke again. "You feel good inside my cunt," she whispered in a husky voice, "how does my pussy feel around your cock?"

"Better than I ever imagined," Kevin sighed. "I always knew it would feel great when I finally stuck my prick in a girl's cunt, but I never thought it would feel anything like this."

"It's going to feel even better when you start moving that shaft in and out of my cunt," Gwen pointed out as she gave Kevin's shaft a quick squeeze with her pussy muscles, "or did you plan to spend the rest of the day like this?"

"Oh, I'm going to move," Kevin hissed, trying not to cum when Gwen's pussy tightened around his cock, "I just wanted to make sure you were ready for me to start."

"You only have to worry about that when you pop a girl's cherry," Gwen giggled, "I've had enough cocks in my cunt that you don't have to worry about me. You just slam that fucker in and out of my pregnant belly until I'm swimming in your cum."

"I will," Kevin promised, pulling most of his shaft out of Gwen's slit until only the head was wedged between her pussy lips. With a grunt he slammed his hips forward hard enough for his balls to bounce off the red head's ass.

"Oh God, this feels so fucking great," Kevin groaned as he thrust his cock in and out of Gwen's sucking pussy.

"I said you'd like it," Gwen cried, wrapping her legs around Kevin and locking her ankles together behind his ass. "Now lean forward and suck my tits, I bet you'll like my milk as much as Ben and our son do."

"But your baby," Kevin said, looking down at the swell of her pregnant belly, "if I put my weight on you . . ."

"I'll be fine," Gwen assured her lover, "I'm not that big yet. Besides, my tits are so full of milk right now that I could really use some relief, and I think you could use a treat. Now go ahead and suck on these babies until they're empty."

"Ok," Kevin said, laying across Gwen's swollen belly and easing his quivering lips toward the girl's erect nipples. When Kevin wasn't fast enough Gwen reached her arms around Kevin's neck and pulled him closer so that his face smacked into the valley between her swollen breasts. Gwen released some of the pressure on Kevin's neck so he could pull back far enough to reach her nipple and suck it in between his lips.

Gwen could feel the milk flowing out of her tit when Kevin sucked on her nipple and she let a soft moan escape from her lips. As the pressure from her overfilled tits dropped with every mouth full of milk Kevin drank from her breast Gwen realized that the pleasure from her pussy was mixing with the relief from her tits and it wouldn't be long before her orgasm hit. "Oh Kevin," she muttered in the older boy's ear, "you're such a good fucker that I'm about to cum already." Gwen couldn't understand Kevin's reply because it was muffled by a mouth full of milk and nipple, but when she felt his prick expanding in her cunt she realized that he was going to cum right along with her. As Kevin shot his load deep in her quivering pussy Gwen screamed with her own orgasm, but in the back of her mind she cursed the fact that Kevin was such a new fucker that he didn't have the stamina to hold on through two or more of her orgasms before he lost it.

"That was wonderful," Kevin said with a soft burp when he finished draining the milk from Gwen's second breast.

"And we're not done yet," Gwen said, ruffling Kevin's black hair. "I can feel your cock starting to get hard in my pussy again, I bet you'll be ready for a second round in just a few minutes. Especially if I give you a blow job while you eat my pussy. How does that sound?"

"Like a deal I can't turn down," Kevin said, pulling his cock out of Gwen's hot wet pussy and shifting around so he could reach her slit and Gwen could reach his prick.

"Say Gwen," Kevin said, the breath of his word's making her pussy fur quiver.

"What," Gwen said, licking her lips as she stroked Kevin's semi-hard shaft with her hand.

"Do you think Ben and Steph are having as much fun as we are?" Gwen realized that there was no jealousy in his voice.

"I think that depends on Steph," Gwen said with a grin, "if she's interested, then I'm sure Ben is giving her a very good time."

At first Ben was upset when the Omnitrix timed out when he was still three blocks from the apartment but as he made his way through the pedestrian traffic he realized that he'd have just enough time for the Omnitrix to recharge when he reached the door. That would give him a chance to figure out the best alien to deal with whatever was happening when he reached Kevin's sister.

After climbing three floors Ben had to pause to catch his breath before heading down the hall to the right apartment. Even though he wasn't close to the apartment door he could hear the angry voices bouncing off the walls, ceiling, and floor. Ben couldn't make out any of the words, but he thought it sounded like an older male and a young female voice.

When he reached the door belonging to Kevin's family Ben could hear the two voices clearly through the hallway door. "Come out here you whore," the male voice shouted with enough force to make the door vibrate. "You come out here now or I'm coming in there to get you."

"And why should I make it easier for you to rape me you dirty old man," the girl's voice screamed back. "The only way you're getting in here is over my dead body, you hear me?"

Ben decided it was time for him to interrupt before Kevin's step father did something they'd all regret. Lifting the Omnitrix Ben dialed up the alien he thought would be the best one for the situation and slapped down the plunger to initiate the change. A second later Ben lifted his crystalline fist to knock on the door with enough force to make the jamb rattle. "Whoever it is leave now, this is a family matter."

"I'm a friend of Kevin's," Ben's deep voice replied, "and I think you'd rather deal with me instead of the police or family services."

"Whose gonna call them in this neighborhood Kevin's step father replied with a derisive snort. Besides, the police and family services don't care what I do with this little whore of a step daughter, if they did they would have taken her away a long time ago. Now go away or you'll get what I'm giving Stephanie."

"I doubt that," Ben said as he raised his crystalline fist and slammed it through the thin panel, knocking the door off it's hinges as he stepped through into the untidy apartment. Kevin's step father turned to face Ben as he stepped through the shattered remains of the hallway door. Ben almost laughed at the sight of the older man, his oversized bathrobe was open and Ben could see that he was naked under the robe. "Pardon me but I'm here to help your step daughter. Where is she?"

"Well I didn't give you permission to come in here," Kevin's step father growled stepping up to Ben's green crystal chest and trying to push him back out of the door.

With a shrug of his shoulders Ben pushed Kevin's step father back against the living room wall and just to be sure followed the shove with a burst of crystals from his hand to pen the man's bathrobe against the wall. From the smell of his breath Ben didn't think he was sober enough to realize that he could slip out of the robe. Ben took a quick glance around the room and noticed a blond woman passed out on the couch with an empty bottle on the coffee table. Ignoring the angry threats of Kevin's step father while he struggled against his robe Ben turned to the door the man had been yelling through when he smashed through the front door.

Ben gave the door a soft rap and called, "Hello?"

"I told you I'm not coming out," the girl on the other side said. "I'm not going to help you rape me."

"I'm not your step father," Ben said. "My names Diamond Head and I use to be a friend of your brothers."

"Use to be?" the girl said. "Let me guess, you started out as friends and then asked you to do something that you didn't want to do. And then when you refused he did it anyway and blamed you when things went wrong."

"You could say that," Ben admitted.

"And you've taken care of my step father?" she asked.

"He's out of the way," Ben said, "you can leave anytime you want and I'll help you get wherever you want to go. Including helping you to meet up with Kevin, if that's what you want."

Ben heard something being moved away from the door and watched the brunette open the door and give him a quick smile as she said, "I think I'd like that. Kevin may do stupid things and have a temper, but I'd rather be with him instead of my step father, especially right now."

"By the way, my name's Stephanie in case you haven't heard yet," Kevin's twelve year old half sister said, running her eyes up and down Ben's crystalline form. "Well, you're bigger than I expected."

"Not really," Ben muttered, "but maybe I should explain that once we're out of here. Grab whatever you need and lets go."

"I'm ready to go now," Stephanie said, patting the clothes she was wearing, "and I wouldn't take this much if I didn't have to wear something."

"Then lets go," Ben said stepping back from the door so Stephanie could walk past him.

"So what's your real name?" Stephanie asked after they left the apartment building and made their way up the street. "I mean, I know you call yourself Diamond Head when you're in this form, but I'm guessing you have another form and a real name."

"Yeah I do," Ben said, looking around to make sure no one was looking at them before he deactivated the watch and reverted to his human form. "My name's Ben Tennyson."

"You're the Ben that Kevin is blaming for everything right now, right?"

"Yeah," Ben said, "but I'd still like to help him if I could."

"You're a good kid Ben Tennyson," Stephanie said, giving his human form a once over, "and a cute one too."

"Thanks," Ben said with a quick blush.

"Cute enough that I think I might like to give you what I wouldn't give that self-centered bully of a step father."

"But I thought," Ben started and then stopped before he blurted out something he'd regret later.

"Either you thought I already lost my cherry," Stephanie said, almost reading Ben's thoughts, "or that I didn't want to lose it. Well I didn't lose my cherry yet, but there is no way I'm going to let my step father get it. He's nothing but a horny bully and I'm not about to let him get it, but I may be willing to let you have it. If you're interested that is."

"If I'm interested?" Ben chuckled, "just talking about it has me so horny I'm ready to pull your skirt up and fuck you right here on the street."

"Good, because I'm just as horny," Stephanie said. "Fortunately you don't have to do me here on the street, a friend of mine lives nearby and she and her family are out of town for the next couple weeks. She knew things were coming to a head with me and my parents so she gave me a key to her place, I don't think she'll mind if we make use of her bed for a while."

"Sounds good," Ben said, letting Steph guide him through the street, "but if you're so anxious to lose your virginity why didn't you let your step father do it?"

"That drunken pig?" Steph said with a snort, "all my step father cares about is getting into my pussy, and that's one thing he'll never get."

"I guess I can understand that," Ben said, following the horny brunette into another apartment building he waited until the elevator doors closed behind them before he spoke again. "There's something you should know Steph. You won't be my first, I've already fucked several girls."

"Good," Steph said, "I'd hate to lose my cherry to someone who didn't know what he was doing. If you're that experienced I'm sure I'll enjoy it."

"There's something more," Ben said when the doors opened up on an empty hallway. "Every girl I've fucked, I've knocked up. Usually with the first fuck."

"I wasn't expecting that," Steph admitted, "I knew there was a chance I could get knocked up, but are you sure I'll have your baby after this?"

"Yeah, I'm sure," Ben said, giving Stephanie a quick glance with his senses. "I can tell that you're in the middle of your fertile period right now, and if we fuck you will be pregnant."

"Good," Steph said, grinning at the bewildered look on Ben's face. "Can you think of a better way for me to rub my step father's face in it? Not only am I letting someone else get my cherry, I'm letting him knock me up. That's what my step father really wants, to put his slimy little bastard in my belly. Well he'll never do it now."

Stephanie finished speaking just as they reached her friend's apartment and she unlocked the door so they could enter. "Karen's room is this way," the brunette preteen said, guiding Ben to the appropriate bedroom. By the time she reached the bed the girl had managed to remove every stitch of clothing and rolled onto the bed, coming to a stop in the center of the bedding, fondling her tits for an added incentive and Ben struggled to get his briefs down past his raging hard on.

"Hurry up lover boy," Steph encouraged, "I'm already nice and wet for your cock." To prove her point Stephanie rubbed her fingers along her slit and held them up to show Ben how wet they were before she licked them clean.

"And I'm just as ready as you are," Ben said, finally getting out of his clothes and hoping into the bed between Stephanie's thighs. The thin hair of Stephanie's pussy hair was wet with her juices and Ben ran his shaft along her sparse brown bush before he brought the tip up against her drooling slit.

"Are you sure you want this?" Ben asked, hesitating before he shoved his cock into Steph's quivering belly.

"I've wanted this for months," Steph sighed, "but my step father's been scaring off every boy who even looked at me, he wanted to make me so desperate for sex that I'd give in to him. I'm glad you came along when you did because I don't know how much longer I could have held out against him."

"Well you don't have to worry about that any more," Ben promised, sucking on the breast Steph offered him. Ben saw the way Steph gritted her teeth against the anticipated pain as she looked down between her breasts to watch as Ben's cock slowly entered her virgin pussy.

Stephanie let her breath out in a hiss between her gritted teeth as Ben's cockhead split her pussy lips and edged it's way into her cunt. "Almost there," Ben said, "just a little further and you can say goodbye to your cherry forever."

"Do it," Steph said, planting her feet on the mattress and pushing her hips up to meet Ben's invading cock. "Rip through that cherry and fuck me full of your baby."

With Steph's encouraging words filling his ears Ben stabbed his cock forward into the blond's wet pussy. He felt the resistance when his cockhead hit her hymen and he did his best to ignore her scream of pain as he pushed through the barrier. Once Steph's cherry was gone Ben slid his cock into her wet pussy until his balls bounced off the girl's jiggling ass cheeks. "Oh God that hurt," Steph gasped in a ragged voice while Ben kissed the tears slipping down her cheeks. "I'm glad I'll never have to do that again."

"That's what every girl tells me," Ben chuckled, "but I bet I can have you screaming for more by the time I cum."

"Just like every other girl you've fucked?" Stephanie giggled. "Don't worry Ben, I knew what I was getting into when you said that you'd already fucked other girls. Now show me what you know about fucking, because I want at least two orgasms before you knock me up."

"Let's see if I can make it three orgasms," Ben said, pulling his cock almost all of the way until only the head was wedged between her clasping pussy lips. He shifted the angle of his thrust so the top of his shaft slid along Steph's erect clit. Stephanie let out a moan of pleasure and through her legs around Ben's ass, pulling him tight between her thighs while he bent his head down to suck on her erect nipples.

Stephanie could tell that Ben was doing everything he could think to drive her to her first orgasm, stroking his shaft across her clit, sucking on her tits, and rotating his hips every time his cock was buried deep in her belly so that his pubic hair tickled her clit. Ben was putting so much effort into pushing her over the edge that it wasn't long before the sexual energy in her body exploded with the pleasure of her first orgasm.

"That's one," Ben said through clenched teeth while Stephanie's pussy tried to milk the baby juice out of his cock. "Two more and I win."

"Two more and we both win," Steph panted, "I never expected to get one orgasm for my first fuck so I already won."

"But I haven't," Ben said, starting to fuck the brunette again as soon as her cunt relaxed enough for him to start slamming in and out of her wet pussy with all the energy he had.

Stephanie's pussy was still quivering from her first orgasm when Ben started slamming his cock in and out of her body again and she could feel her second orgasm building in her belly with the first stroke. The pleasure was so intense that Stephanie lost all track of time as she focused on the sexual energy building up with every stroke of Ben's cock across her clit. "That's two," Ben said through the sexual cloud surrounding her mind when her body reached it's second explosion, "Now I just have to make one more to win."

As Steph's body came down from it's second orgasm Ben concentrated on holding back his own orgasm as he did his best to push Stephanie to one more earth shattering explosion before he lost control. "I'm getting close Steph," Ben panted, "but so are you. I just have to hold off until you're ready to cum."

"I think, I think, I think I'm ready to cum right now," Steph grunted with every thrust of Ben's cock in her quivering slit. "But I don't know if I have the energy."

"Sure you do," Ben said, "just one more time and we can both relax."

"Oh God, I'm cumming," Stephanie screamed as Ben pushed her over the edge one more time.

"So am I," Ben shouted when Steph's pussy clamped down hard on his cock and he didn't have the energy to stop his balls from clenching hard to shoot several wads of baby juice deep into Stephanie's body.

"That was amazing Ben," Steph groaned when Ben rolled weakly off her sweaty body. "Are you sure I'm pregnant?"

"I'm sure," Ben said, lifting his head enough to look down Steph's naked body. "Or you will be soon. I always know when I've knocked a girl up."

Steph let out a soft sigh of pleasure and Ben reached for his pants when he noticed his cell phone ringing. "Hi Gwen," Ben said when he flipped the phone open.

"Hi Ben, are you and Stephanie enjoying yourselves?"

"You could say that," Ben admitted. "It's going to take us a few minutes to recover and get out of here, where do you want to meet?"

"Well, after Kevin and I had our fun - I managed to turn him back to human by the way - I convinced him to turn himself over to Lieutenant Steel for observation, and he agreed as long as they'd agree to put Stephanie up as well. We're already back at Steel's mobile HQ and he's agreed to Kevin's terms so as soon as you get her here they can get things set up."

"Ok, we'll be there as soon as we catch our breaths and I change into XLR8 for a quick trip. See you in a few minutes. Oh and Gwen, do you think you could spare a couple hours to take Steph on a shopping trip? She ended up leaving everything behind except what she was wearing, and she could use a few extras for the changes she'll be going through in the next nine months."

"I thought that might be the case," Gwen said with a sigh, "don't worry, I'll make sure she has everything she'll need. You just get her here."

Chapter 21

"What are you doing Gwen?" Ben asked, sliding across the bench so he could see the screen of her laptop. Ben let his hands wander over her body, focusing on her milk filled tits and belly bulge with an occasional dip between her legs to tickle her wet pussy through her pants.

"I'm checking up on the results of your summer victories so far," Gwen said with a soft purr of pleasure.

"What do you mean?" Ben asked, frowning at the chart on the screen.

"Well, starting with the first week of our vacation you fucked Kathy in Uncle Gary's office and according to the e-mail he sent me a few weeks ago he's confirmed her pregnancy."

"I already knew that," Ben said with a snort, "I always know when I knock a girl up."

"Knowing and confirming are two different things," Gwen pointed out with a gasp of pleasure Ben slid his hand into her pants and panties to stick a finger between her cunt lips. "Anyway, your next victim - I'm sorry, conquest - was Mandy and she e-mailed me to say that she confirmed her pregnancy with a home pregnancy kit. So far she and Andy have been able to keep the pregnancy secret but she says she's so horny right now that she doesn't know how long she and Andy can keep their fuck sessions secret."

"Joey was the hardest one to confirm," Gwen continued. "Even though she promised to e-mail me when her pregnancy was confirmed she didn't do it."

"Did you really expect her to?" Ben chuckled, "Joey is a criminal and you can't really expect her to keep a promise like that?"

"Not really," Gwen said with a shrug, "that's why I cracked the security on the prison medical files and checked her records. I suspect she was almost as surprised as me when it turned out that she's pregnant with twins."

"My second set," Ben said with a grin.

"Yes," Gwen said with a nod, "but Jane didn't try to have your babies aborted."

"Joey did that?"

"Twice," Gwen said, "but it didn't work, and the state refuses to pay for a third attempt since Joey's a convict. As near as I can tell Joey's already looking for someone to adopt the twins as soon as they're born, and I don't think she intends to let you know the truth."

"Well I'm glad you found out the truth at least," Ben said, "do you think you can keep track of where my twins end up?"

"You've got it," Gwen said, "in fact I already put a trace on it, as soon as the babies are adopted we'll know who the parents are. In fact we can make sure the babies end up with the family of our choice if you want."

"As long as I know where they end up that will be fine with me," Ben decided. "So what about Kai?"

"Wes confirmed her pregnancy a couple weeks ago," Gwen said, pointing to the proper point on her chart, "he said he gave her a home pregnancy test as soon as her morning sickness started. He also said that he hoped you were wrong about the baby being yours, but he's sure it is. He also said to make sure you keep your distance until Kai's pregnant with her second baby because it's the only way he can be sure the next one is his."

"And last but not least we have Kevin's half sister Stephanie," Gwen said. "This is the reason I was working on the chart because I just got an e-mail from Kevin to say that the base doctor confirmed Steph's pregnancy earlier today after she rushed to the bathroom this morning to throw up."

"So all the girls I've fucked this summer are pregnant?"

"That's right," Gwen said as she turned off her laptop and closed the lid. "You're still batting 1000, and I don't think that's going to change. Not when the Omnitrix is telling you when a girl is fertile and ready to be impregnated."

"I do enjoy that part of the Omnitrix," Ben said with a grin. "So, I wonder who's going to be next?"

"Don't look at me," Gwen said, patting her swollen belly, "I'm already pregnant. Jane should be ready for another baby when we get home, but that's still a month away."

"Hey kids," Grandpa Max called from the front of the Rustbucket, "we're almost to the ranch so if you're in the middle of something you better finish up before we get there."

"Thanks grandpa," Gwen called back. She watched as Ben pulled his fingers out of her pants and licked them clean. "I should be good, but it looks like you'll have trouble hiding that lump in your pants. I can take care of that problem if you want."

"Thanks Gwen," Ben said with a sigh of relief when his cousin zipped open his pants and pulled his hard cock out of his briefs and stroked it in her fist a couple times. "Hard to believe it's been a year since we were here for Joel and Camille's wedding. It will be good to see them again."

"Yeah it will," Ben said with a groan of pleasure as Gwen sucked his cock into her mouth. "It's too bad Joel's parents are gone on a mission, it would have been fun to see them again."

Gwen nodded her head as she sucked Ben's cock. She cupped his balls in one hand and gave them a gentle squeeze to encourage his orgasm and she swallowed his cum as it spurted into her mouth.

"There's Joel now," Grandpa Max called as he brought the Rustbucket to a stop.

Ben quickly zipped his pants closed before he joined Gwen at the back door to give their cousin a wave before they jumped out to give him a real greeting.

"Ben, Gwen, good to see you again," Joel said as he gave his two cousins a quick hug. "I wish I could stay and give you a real greeting but I have to get to the store with this shopping list Camille just gave me. The food my wife is eating right now, you'd never believe the combinations she comes up with. Anyway she's back in the guest house, you may remember my parents gave it to us as a wedding present, and I'm sure she'll be happy to see all of you again."

"In that case we'll go pay her a visit right now and keep her company while you go to the store," Grandpa Max said.

"No me," Ben cried as he ran off across the lawn toward the main house, "I'm going to hit the pool before anyone else has chance to ruin it."

"Ben," Gwen called after her cousin, she tried to grab him before he got away but stopped herself when she realized that taking her arms away from her body could reveal her pregnant belly to Joel.

"Let him go," Max sighed, "he'll come back when he gets tired."

"I know," Gwen said with a sigh of her own, "but I wish he'd be a little more responsible."

"He wouldn't be Ben if he was," Joel chuckled. "Don't worry, I'm sure Camille will be happy to see the two of you right now and Ben later. And I'm sure Lucy won't mind the company either."

"You mean Camille's cousin is here too?" Gwen asked. "I haven't heard from her since last summer when she was the flower girl at your wedding."

"She's been spending the summer with us," Joel admitted with a smile. "In fact Ben will probably see her first, she went out for a swim a few minutes ago so she's should beat him to the pool. I'll see you later, I need to get these things for Camille before she changes her mind."

As soon as he was clear Ben brought the Omnitrix up and dialed in the alien he wanted and seconds later he was rolling across the lawn as Canonbolt. A year earlier Ben had used the same form to fight a rogue alien who tried to stop Joel and Camille's wedding and Ben had almost got himself shot when Joel's parents caught him after he smashed into the caterer's tent. That was when he found out that Joel and his parents were Plumbers just like his grandfather and that Camille, Joel's bride, was actually an alien, a shape shifting race usually referred to as Sludge Puppies. The wedding crasher turned out to be one of Camille's ex-boyfriends who'd been tricked into stopping the wedding by Camille's parents who secretly opposed the wedding and the treaty it represented between their planet and Earth.

Ben rolled along the same path he'd used to chase Camille's old boyfriend the year before until he spun past the site of the caterer's tent and headed for the pool. As soon as the pool was in sight Ben kicked his speed up to full roll and headed for the diving board. He hit the hand rail leading up the stairs to the diving board and spun up through the air to hit the end of the board and spring off it and over the pool. As he catapulted into the air Ben snapped out of Canonbolt's rolling ball form to cry, "Canon ball!" before he tucked back into his ball form to hit the water with a big splash.

"Good one," Ben heard someone giggle when he came up for breath. He shook the pool's chlorinated water out of his eyes to turn to the sound and saw a blond girl in a skin colored bikini watching him.

"Who are you?" he asked the teenager while she pulled her wet hair away from her face.

"Can't you remember?" the blond girl asked with a mischievous grin that made the freckles on her cheeks stand out.

Ben looked carefully at the girl and the way her breasts pushed the top of her bikini out while the bottom clung so tight to her hips that he could see the cleft of her cunt in the fabric. After a few seconds he realized who she was and couldn't keep the shock out of his voice when he said, "Lucy? You look so much older than you did last year when you were the flower girl and I was the ring bearer."

"I am older," Lucy snorted, pushing her tits out when she saw the way Ben was looking at her. "Actually when you saw me last year I was working on my first level mastery of the human form."

"What does that mean?" Ben asked, deactivating the Omnitrix and settling back against the side of the pool in the shallow water so he could enjoy the view of Lucy's body as she settled so close to him that their hips touched.

"In our society it's normal for someone to focus on one alien form," Lucy explained, "Camille and I both decided to focus on the human form. Most of our race don't bother learning more than the shape of the alien they want to copy, but I decided I wanted to master the human form and Camille is my trainer."

"So," Ben said thoughtfully, watching the way Lucy's tits shifted under her tight fitting bikini top. He could actually see her nipples pushing out against the fabric of her suit. "Just how deep do you mimic other races when you master their form?"

"A true master," Lucy said, "can mimic a race right down to the genetic level. That's what I'm working on right now."

"That still doesn't explain why you were a little girl last summer and a teenager this summer," Ben pointed out.

"Every race has certain ages that are harder to mimic than others," Lucy explained. "For humans it's easy to mimic children and elderly people because they don't have the rush of hormones and emotions that you have to deal with at other ages. Last summer - like I said - I was working on mastery of my young human form. Unfortunately I failed because I wasn't able to hold my form when we were dancing at the reception."

"I remember," Ben said with a frown. "When your feet shifted to their natural form I slipped on them and fell to the floor in front of everyone. Gwen still has the video on her laptop and she plays it all the time just to annoy me."

"Come on Ben," Lucy said with a soft chuckle, "when you think about it it really was pretty funny."

"I guess so," Ben said with a sigh, "at least it's funny if you're not the one who slipped. Someday I'll be able to laugh at it, but not yet. So the teenage form is the next level after child then?"

"No, the adult form comes after the child form," Lucy said. "I managed to fulfill the requirements for my first level mastery after the wedding and then I moved on to the adult form. As an adult I had to deal with human hormones, but they were pretty steady so they weren't that hard to deal with. But as a teenager the hormones are uncontrolled and rush and ebb with no warning."

"So if you're able to copy the human form down to the genetic level and you have the same hormones as a real human does that mean that you can get pregnant?" Ben tried to make it sound like a real question but thanks to his specialized senses he already knew the truth before Lucy opened her mouth.

"Yes I can," Lucy said with a knowing grin as she reached down to rub the bulge in Ben's pants. "In fact some of my people think the real test of mastery is to have a baby in your alien form."

"Is that what you think?" Ben asked hopefully while Lucy continued to rub the lump in his pants.

"Well I wouldn't mind having a baby and proving my mastery that way," Lucy said. "What do you think Ben, care to help me with my final exam."

"I'm always ready and willing to help a girl out with this kind of test," Ben said, finally giving in to the temptation to reach out and touch Lucy's breasts through her swim suit.

"Good," Lucy said with a triumphant grin, leaning forward to give Ben easier access to her tits, "because I'm so horny I was actually thinking about raping you to get what I want."

"Trust me Lucy," Ben said with a muffled laugh as he pulled his shirt off and tossed it onto the pool's walkway before he added the rest of his clothes to join his shirt, "no girl will ever have to rape me to get what she wants."

"I guess that means you know what you're doing," Lucy said, removing her bikini and tossing the two pieces to the side of the pool."

"I could give you the names of over a dozen girls who could tell you just how much I know about fucking," Ben said, taking in Lucy's erect nipples and pale blond bush of pussy hair. "Of course that list does include Gwen so you could just ask her when you see her."

"I will," Lucy said, moving forward to stroke Ben's already erect cock under the surface of the pool, "but for right now I think I'll take your word for it. After all, it's obvious that you know what you're doing, so I'll trust you to do the job."

"I will," Ben assured Lucy, "in fact I can tell you that if we fuck right now, you will be pregnant when we're done."

"Good," Lucy said enthusiastically, "so how are we going to do it?"

"I was just thinking that I haven't fucked a girl in a pool yet," Ben said, sliding his fingers down to tickle Lucy's slit until the girl drew him close with a wiggle of anticipation. "Why don't you turn around and put you arms up on the edge of the pool."

"Like this?" Lucy asked, standing on her tiptoes and putting her arms on the cement walkway.

"Let's move a little closer to the shallow end so you don't have to hold yourself up while we fuck," Ben said. "By the way, are you a virgin? Or did you leave out that part of your anatomy when you made yourself human?"

"I did have a hymen when I changed," Lucy said as she shifted toward the shallow end of the pool while Ben held her steady with his hands on her hips, "but I got rid of it over a month ago with the handle of my hairbrush."

"That means that technically you're still a virgin since you haven't fucked anyone yet, but since you don't have a hymen your first time won't hurt as much. But your pussy will still have to stretch for my cock."

"I don't care," Lucy said, opening her legs and turning her head to look over her shoulder when Ben came up behind her. As Lucy's body shivered in anticipation Ben slid the head of his cock between her thighs and guided it to her quivering cunt lips.

"Ready?" Ben whispered in Lucy's ear, holding the tip of his cock against Lucy's slit while he brought his hands up to cup her tits, twisting her erect nipples between his thumbs and index fingers while he waited for her to respond.

"Ready," Lucy said, pushing her ass back against Ben's stomach and forcing the first half inch of his prick between her pussy lips. "Now slam that hard cock in my cunt and make sure I'm not a virgin any more."

"With pleasure," Ben said, shoving his cock into Lucy's slick cunt with enough force to send ripples skittering across the surface of the pool. With his cock buried deep in Lucy's body Ben played with her nipples and leaned forward to whisper in her ear. "Do you want a boy or a girl this time?"

"This time?" Lucy said, her voice purring with pleasure, "this time I'd like to have a girl. Do you think you'll be available to give me a boy next year?"

"I don't know," Ben chuckled, sliding his cock in and out of Lucy's slit and groaning with pleasure as her cunt muscles massaged his shaft with every stroke. "I think I can work you in."

"Good," Lucy said with a groan, "it might be a good idea to keep this date open on your calender every year from now on."

"Sounds like you plan to keep busy," Ben groaned, "a baby a year won't give you much time to yourself."

"Oh, I'll manage," Lucy said. "I'm sure my parents will be happy to help me out, they always wanted a big family and they keep asking me when I'm going to give them grandchildren."

"And I'll be happy to give you - and them - as many babies as you want," Ben said. "I always enjoy knocking a girl up."

"I can tell," Lucy moaned at the pleasure running through her body with every stroke of Ben's cock. "If you're enjoying this fuck as much as I am than how do you keep yourself from fucking every pussy you meet?"

"Well I do need to recover between fucks," Ben chuckled, "but on top of that I'd never fuck a girl if she didn't want to fuck me. But if girl's interested, I'm there and ready."

"I'm glad you came along when you did then," Lucy groaned, her belly starting to jump with her approaching orgasm, "because I was too horny to hold out much longer."

"Lucy," Ben said when he noticed the familiar itch in his balls, "I'm almost ready to shoot my load here, are you sure ready for this."

"Ready to get pregnant, willing to get pregnant, and able to get pregnant," Lucy replied. "Now fill my belly with your cum and give me my baby."

"With pleasure," Ben said with a grunt as he slammed his cock deep in Lucy's body and held it there as he shot spurt after spurt of baby juice into Lucy's alien womb.

When Ben's prick shot it's first wad of cum into her pussy Lucy felt her belly spasm with her own orgasm and she clamped her cunt muscles down on his shaft to milk every drop of baby juice from her lover's balls. "Oh yeah," Lucy hissed as the water rippled around her shoulders and neck. "Thank you Ben, that's just what I needed."

"Happy to oblige," Ben said, leaning forward to give Lucy a kiss on the cheek as he held his slowly softening cock in her pussy to hold his sperm in place.

"Ben, Ben where are you?" Lucy and Ben heard Gwen call as she approached the pool at a run. "Ben come on, there's something important you need to know about Camille and Lucy."

"We're over here Gwen," Ben called to his cousin.

"We? Does that mean Lucy is . . ."

"Right here Gwen," Lucy said, waving her hand above the side of the pool so Gwen could see where they were.

"Did you two fuck?" Gwen asked, kneeling next to the pool and revealing her swollen belly as she looked down at the two naked bodies in the water.

"It's obvious that you did," Lucy said with a giggle.

"Ben do you know what you just did?" Gwen asked, looking down at where she could still see Ben's cock embedded in Lucy's yellow haired pussy.

"Of course," Ben said with a shrug, "Lucy told me that her form was accurate right down to the genetic level and my senses told me that I'd knock her up if we fucked. So what was I suppose to do when she asked me to fuck her and give her a baby?"

"Knowing you, you just did it," Gwen said with a sigh.

"But Gwen, how did you know about Lucy and her fertility?" Ben asked.

"I didn't know until a few minutes ago, that's when I noticed the slight bulge of Camille's belly and realized that she was pregnant. That's when Joel's comments about Camille's cravings finally made sense and I realized that Sludgepuppies can copy other aliens so well that they can actually breed with them. Then when Camille told us that Lucy was working to master her teenage human form and that she wasn't just fertile, but horny as hell."

"My cousin knows me so well," Lucy moaned as Ben played with her nipples again.

"I guess she does," Gwen agreed, "that's why she didn't seem too worried when I told her that Ben would probably fuck you if he found you. She said she'd be surprised if Ben put up any resistance when you tried to seduce him and I had to agree. In fact I told her Ben might end up seducing you first. So, who seduced who?"

"I'm not sure," Ben said after exchanging looks with Lucy. "I think we seduced each other. By the way Gwen, there's something I've been thinking about since you showed me that chart with all the girls I've knocked up in the past year."

"What's that?" Gwen asked with a knowing grin as she removed her shoes and socks and slipped her bare feet into the water with a sigh of relief.

"Well," Ben said hesitantly, "the chart isn't complete. I've been fucking other girls at school and all of them are knocked up too. Why don't you seem surprised?"

"Jane, Keesha, and I knew you were fucking other girls Ben," Gwen said, splashing her feet in the water of the pool, "but we weren't sure how many. So many girls ended up pregnant at school this year that we knew you'd been busy, but we also knew that not all the pregnancies were yours. Once we get back to the computer we'll update the chart with the girls from school and Lucy. But right now the two of you might want to get out of the pool before you prune up, especially since Joel will be back with dinner any minute now."

"Great," Ben said, pulling his wilted cock out of Lucy's tight pussy, "I'm starved after that fuck."

"So am I," Lucy said, pulling herself out of the pool with Gwen's help. "By the way Gwen, if you don't mind, could I borrow Ben again? I pretty sure I'm already pregnant, but it feels so good when Ben fucks me I'd like to do it again."

"And again and again," Gwen said with a knowing grin. "I feel the same way when I get his cock in my pussy. Of course that's why I ended up with this," Gwen added, patting her pregnant belly.

"In that case do you mind if I ask you for advice when my belly starts growing?"

"Sure, all of us stick together when Ben's babies start growing in our bellies," Gwen said, "and after this summer you'll have plenty of us to get advice from."

"Good, I'd hate to be alone for this," Lucy said, patting her flat belly. "Now let's go get some dinner."

Chapter 22

Ben opened his eyes with a groan and heard his cell phone ring for the second time. He did his best to avoid Gwen's naked body snuggled up against him in the bed and reached past Grandpa Max's body to snatch his phone from the bed pocket just as it rang a third time. He snapped the phone open and brought his lips up against the mouth piece as he whispered, "Hello?"

"Good morning Benjamin," Ben's mother said cheerfully.

"Mom, it's three o'clock in the morning," Ben groaned softly, turning to look at Gwen and Grandpa's body to make sure they were still asleep before he continued. "What's so important that you had to call me in the middle of the night?"

"Well if you turned your phone off like you're suppose to when you're sleeping I would have left you a voice mail instead of waking you up," Ben's mother pointed out.

"Ok so it's my fault," Ben sighed, "but now that I'm up, why are you calling? In fact, what are you doing up at three o'clock in the morning? Shouldn't you be asleep with our baby on the way?"

"I was asleep a half-hour ago when Keesha's mother called me," Ben's mother said.

"Is Keesha alright?" Ben asked excitedly.

"Keesha's fine," Ben's mother said reassuringly, "and so is your new daughter."

"That's good," Ben said with a relief, "do you know the baby's name?"

"I know Keesha was planning to call the baby Misha if it was a girl," Mrs. Tennyson told her son.

"Sounds like a nice name," Ben said. "Do you want us to come home?"

"No," Mrs. Tennyson said after a few seconds, "you'll be home in a week or so and that's soon enough to see your new daughter. You do realize that Jane is looking forward to starting her new baby, she was just telling me that she should be in her fertile period when the two of you get home next week."

"That gives me just the right incentive to make sure we get home on time," Ben chuckled. "Tell Jane I'm looking forward to knocking her up again and give Ken and the twins a kiss for me when they wake up in the morning."

"I will, and you tell Gwen and your grandfather we said hi," Ben's mother finished.

"I will mom," Ben promised. "Goodbye, and thanks for telling me about Keesha."

After making sure that the phone was turned off this time Ben reached across Gwen and Grandpa Max to put it away. Ben couldn't help noticing the way Gwen's swollen belly shifted under his arm and he realized the new baby was kicking her mother while she slept.

"I know I said we were going to get an early start today Ben," Grandpa Max said softly as Ben dropped the phone, "but this is earlier than I meant."

"Sorry Grandpa," Ben said, "I made sure it was off this time."

"So what was so important that they called in the middle of the night?"

"Mom called to say that Keesha just had her baby," Ben explained. "She intended to leave a voice mail but the call went through because I forgot to turn the phone off."

"Well don't let it happen again," grandpa said with a yawn, "because we really do have to get up early in the morning if we're going to make New Orleans before the voodoo museum opens up."

"Ok, goodnight grandpa," Ben said, curling up next to Gwen so the pregnant redhead was nestled between them.

When the alarm rang several hours later Gwen was the first one of the trio to react to the sound and turn it off with a flick of the switch. "What's with you two this morning?" Gwen asked with a long stretch that ended with a stroke of her pregnant belly. "One of you usually beats me to the alarm, especially with all the sleep I'm getting for the baby right now."

"Check your phone," Ben growled, "you probably have the same message I got from my mom. But since you remembered to turn your cell off you got a message instead of a phone call in the middle of the night."

"Is that why you two are so grumpy?" Gwen teased as she snapped her phone open and checked her messages. "Well, congratulations Ben, that's two boys and two girls so far, what do you think the next one will be?"

"I don't really care," Ben said after a second, "I have so many babies on the way already that I'm sure I'll have plenty of both before I'm done."

"That's true," Gwen agreed, crawling over Ben's body and dropping to the floor. "First to the bathroom. For once I'll actually get a hot shower before you take all the hot water."

"Don't take too long," Grandpa Max muttered, sitting up in bed and stretching before he finished, "we really need to get an early start if we're going to make it to New Orleans on time."

"Are you going to tell me why we're going to New Orleans yet?" Gwen asked.

"You'll find out," Max promised. "Think of it as an early birthday present so you'll be surprised when we get there."

Gwen closed the bathroom door with an exasperated sigh and Ben waited for her to start the shower before he turned to his grandfather. "Why aren't you telling her about the voodoo museum?" Ben asked.

"Because I want to surprise her," Grandpa Max said as he crawled out of bed and started putting things together for breakfast. "I know that Gwen's magic is different from voodoo, but I thought she'd enjoy seeing how it worked. Besides, voodoo isn't all zombies, there's a lot of protection spells too, and many of them are designed to protect against evil. Even if Gwen can't use voodoo it could help her to know what she's up against if someone tries to use it against her."

"Grandpa," Ben said as he dropped down to the floor of the rustbucket, "when you get around to my birthday present I want you to remember one thing."

"What's that?" Max asked as he cracked eggs into the hot frying pan.

"Remember that I don't enjoy educational gifts," Ben said.

"I know," Max said with a chuckle, "that's why your gift is a trip to the laser tag club back home."

"Thanks grandpa," Ben said with a sigh of relief."

"Who's next," Gwen called, stepping out of the bathroom as she toweled her short red hair.

"Go ahead Ben," Max told his grandson, "I'm already in the middle of making breakfast here so I'll get my shower after we eat."

Ben was too busy trying to beat his grandfather to the shower to hear what he was saying and a few seconds later Gwen and Max heard the water running when Ben started his shower.

A nearby clock was chiming the hour when Grandpa Max parked the rustbucket in the parking lot next to the building with the large sign proclaiming New Orleans Museum of Voodoo. And in smaller letters Open Monday - Friday 10:00 to 9:00, Saturday 12:00 to 6:00, Closed Sundays.

"Oh wow, thanks grandpa. This is the best birthday present ever," Gwen said she was so excited she was actually bouncing on her toes and making her swollen belly jostle with every step.

"I thought you'd like it," Grandpa Max said with a satisfied grin. "You two go ahead while I square things away with the rustbucket."

"Come on Ben," Gwen called as she rushed ahead of her, reaching the front steps ahead of Ben and waiting impatiently for him to catch up.

"Yeah, yeah, yeah," Ben grumbled as he followed Gwen to the front door he noticed that his redheaded cousin was pulling her oversize t-shirt down to cover her swollen belly and he couldn't help but wonder how much longer she'd be able to hide her pregnancy. "Sorry I can't get excited about all this but magic is your thing not mine. Besides, what are you going to learn from all this stuff about zombies and stuff anyway? Your magic isn't like this stuff at all."

"Maybe not," Gwen said with a shrug, "but voodoo isn't just about zombies, there's a lot of protective magic too and I may be able to use some of that. I think it's also a good idea for me to know how other kinds of magic work in case someone ever tries to use it against me. And I've been reading up on the voodoo museum since it reopened last month and they have other kinds of magic here besides voodoo."

"I didn't know that," Ben said as the two of them turned to enter the front doors and entered the museums cool interior.

"Welcome to the voodoo museum," the receptionist said in his thick New Orleans accent. "Would you like to wait for a guide or would you prefer to look around on your own?"

"I'd like to look around on my own," Gwen said, "but I did have a question about your displays."

"And what would that be young missy?" the receptionist said with a toothy smile.

"I read that you were able to double the size of the voodoo exhibit after the flood and I wondered how that happened."

"One result of the flood was that many old and lost buildings were revealed when the waters went down and we were able to salvage several artifacts that were lost for centuries. We haven't been able to catalog everything yet but it was such a big deal that put things on display even though we don't know what they are."

"Thanks," Gwen said, paying her entry fee and grabbing a brochure, "I look forward to seeing the new displays."

By the time Grandpa Max joined them Gwen was so enthralled by the displays that Ben didn't think he could drag her away for anything - not even a good hard fuck. "Enjoying your birthday present Gwen?" Grandpa asked, looking over her shoulder at one of the new displays.

"I sure am," Gwen said, "these new displays are incredible. This one here was buried in the cellar of one of the oldest homes in New Orleans. It was in a secret room that was lost over two hundred years ago."

"Is it just me," Ben said with a frown, "or do these charms look familiar?"

"I was just thinking the same thing," Grandpa Max said, "they look a lot like the charms Hex and Charmcaster were trying to steal last year. But you destroyed them last year, right Gwen."

"Yeah I did," Gwen said distractedly, "but these charms are similar, and they look like they could be even older than the charms from last year so they could be even more powerful."

"Well we don't have to worry about Hex since he took a bath in the water from the fountain of youth he won't be bothering us for several years. But I wonder what will happen when Charmcaster finds out about these stones."

"We may find out sooner than we'd like," Gwen said pointing to the display's placard. "According to this they just put the information about this display on the museum's internet site. When Charmcaster sees that she could be here anytime."

"Forget anytime," Ben said, looking past his cousin's shoulder to the museum entrance, "it looks like she's here now."

Gwen turned to look for herself and was just in time to see the receptionist slammed against the wall by Charmcaster's magic when he tried to demand the entrance fee from the platinum blond teenager. Even before her victim hit the wall Charmcaster gestured for her magic pets to precede her into the museum's display area.

"Grandpa," Ben started to say as Charmcaster's magical rock dogs entered the museum and terrorizing the museum visitors.

"I'm on it Ben," Grandpa Max said, sidestepping one of Charmcaster's pets when it rushed at him. "I'll get everyone out of here while the two of you deal with Charmcaster."

"Good plan," Ben said, lifting the Omnitrix to dial in one of his alien forms while Gwen cast a spell to change into her costume and hide her pregnancy behind an illusion at the same time.

"Going hero," Ben said, slapping down the plunger of the Omnitrix to initiate his change.

"Good choice," Gwen said with a smirk when she saw Ben's alien form. "Are you sure you wanted Wildvine for this? Or did the Omnitrix come up with this one on it's own?"

"No, this is the form I wanted," Ben said, stretching his vine arms out to wrap around two of Charmcaster's pets and smashing them together with enough force to shatter them for a few seconds until their magic started reforming them from their own rubble. "I figured Wildvine's stretching ability would come in handy against Charmcaster's spells. This way I can stay at a distance and still reach her."

"That's a good idea," Gwen admitted, "so tell me, who are you and what have you done with my cousin."

"Ha-ha," Ben said dryly. "Come on, let's deal with Charmcaster already."

The two cousins turned to face the entrance of the museum as Charmcaster stalked into the display room and stopped at the sight of the two waiting for her. Ben looked at Charmcaster in her purple jacket, dark grey body suit, and maroon thigh high boots and couldn't help but wonder how the girl always managed to look so sexy when she dressed so modestly.

"You two again?" Charmcaster said with a sigh, "didn't you learn your lesson last summer?"

"Seems to me that you were the one who always lost last summer," Ben pointed out. "Shouldn't you be the one to learn your lesson?"

"Whatever," Charmcaster snapped, tossing her ponytail behind her head before she pointed at the two cousins and called to her rock dogs, "get em."

Ben grabbed the first two rock dogs in his vine arms and smashed them into rubble before he reached for the next two, but the first two creatures were already reformed by the time he smashed the second pair. "A little help would be nice Gwen," Ben called to his cousin while he reached for the first two creatures again.

"Hold on, I'm looking for the right spell," Gwen said, flipping through her spell book and making a quick peek as Charmcaster approached the display with the charms. "Got it, smash them again and I'll be able to slow down their regeneration long enough to put them out of action for the rest of the fight."

"Ok, do it Gwen," Ben said, smashing the second pair for rock dogs into rubble for the second time. Before the creatures had a chance to reform Gwen cast her spell and two piles of rubble stopped shifting when the magic took affect.

"Nice job, now for the other two," Ben said, grabbing the second pair of dogs just as they finished reforming. He smashed the two rock creatures together anc Gwen cast her spell for the second time over their shattered remains.

"Now for their mistress," Ben said, turning his back on the four rock piles and turning to face Charmcaster herself. "Give it up Charmcaster, you're not getting out of here with those amulets."

"Sure I am," Charmcaster said with a laugh, "they may be useless until I perform the ritual to recharge them, but I don't really need their power to deal with two amateurs like you."

"Who are you calling an amateur?" Gwen asked, turning to face Charmcaster with a glare. "I seem to remember that I was able to handle your uncle's mage staff, the one you said only a master sorcerer could control. You weren't able to handle it but I did."

"Pure luck," Charmcaster said with a shrug while she cast a spell to shred Ben's elongated vine arms as they tried to wrap around her. "If you're really as good as you say then you should be able to handle this easily."

"Ben watch out," Gwen called when she realized that Charmcaster was throwing the spell at her cousin instead of her. Even as Charmcaster finished casting her spell Gwen threw herself in front of her cousin and cast a spell of her own. Ben could almost feel the pressure of Charmcaster's spell when it struck Gwen's magic shield. For a second it wasn't clear which spell would win, but then he felt Charmcaster's spell rebound from Gwen's shield and heard the older girl's scream of rage and surprise when she was caught by her own spell.

"No," Charmcaster gasped, shivering in rage as she tried to throw off the affects of her own spell. "Do you have any idea what you just did?"

"Was it any worse than what you planed for us?"Ben asked, taking advantage Charmcaster's distraction to wrap her tight in his extending arm vines.

"Actually it would have had a very minimal affect on the two of you," Charmcaster said, shredding Ben's vine arms with more strength then she'd ever shown. But instead of trying to escape or using another spell against Ben and Gwen the older girl starting tugging at her blouse and jacket with enough force to pop the buttons off and tear the fabric before she shoved her bra out of the way and starting massaging her exposed tits.

"What it the world?" Ben asked, turning to Gwen with a bemused look on his face before he returned his gaze to Charmcaster who was now sitting on the floor of the museum. With one hand she continued to play with her tits, pushing one of her breasts up to her mouth so she could suck frantically on the erect nipple while the other hand worked on her pants in an attempt to expose and play with her pussy.

"I think it's the spell she cast," Gwen said with a chuckle. "Ironic that it backfired on her like this. Can you imagine what would have happened if the spell had hit."

"You would have been safe," Charmcaster said as she shoved her purple lace panties out of the way and started stroking her damp slit while her other hand continued to squeeze her large tits hard enough to leave marks on her breasts. "Since the two of you haven't hit puberty yet the spell would have distracted you for a few minutes but there wouldn't be any serious complications. But when you reflected the spell it doubled the affect and now I'm so horny it's going to drive me crazy if I don't get a hard cock and a load of cum in my pussy."

"You think we haven't hit puberty yet?" Ben said while Charmcaster started rolling around on the floor in her frantic attempts to relieve the itch in her silver furred cunt. "Why don't you show her Gwen."

"Ben, are you sure?" Gwen asked as she watched Charmcaster's antics.

"If she's this desperate for sexual relief then yes, I'm sure," Ben said as the Omnitrix started signaling the end of his time. The watch finished beeping and Ben turned human in a flash of red light.

While Charmcaster blinked the red flashes out of her eyes and desperately tried to get herself off with her hands and fingers Gwen cancelled the illusion hiding her pregnant belly and then lifted her shirt to make sure the older girl had a clear view of her belly. "Look Charmcaster," Gwen said, "does this look like we're a couple of innocent kids?"

"You're pregnant?" Charmcaster said dully, it looked like she wanted to touch Gwen's pregnant belly to confirm what her eyes saw but she couldn't pull her hands away from her tits and pussy long enough to actually touch Gwen's swollen belly.

"This is our second baby," Gwen said. "Our son is home with my parents who are looking after him while Ben and I travel around the country with Grandpa Max. And if you think I've been permissive, you wouldn't believe how many baby bellies Ben has left in his wake this summer - and that's not counting the ones he left back home."

"So you're sexually active?" Charmcaster asked hopefully as she tried to bury three fingers as deep as they would go in her slit.

"Very active," Ben confirmed with a quick smirk.

"Good," Charmcaster said, working her fingers in and out of her platinum furred pussy, "because the only way to cancel this spell when it's this strong is with a good size dose of cum in my cunt."

"I can do that," Ben said edging his way to Charmcaster's squirming body and started pulling the torn fabric of her clothes away from her body. "But in case you haven't figured it out by now, every girl I've fucked in the last year has ended up pregnant - usually after just one fuck. Not only that, I know when a girl is fertile, and right now you're so fertile a dirty joke could knock you up."

"I know," Charmcaster said with a groan. "This lust spell can be dangerous if you give it too much power, and after Lucky Girl reflected the spell back at me with her shield it doubled in power."

"Just how dangerous is that?" Gwen asked with a broad grin as she watched her cousin strip the last of Charmcaster's costume off her naked body.

"The spells been known to jump start people into puberty or back from menopause," Charmcaster said, rubbing her slit against Ben's hand while she used her own hands to squeeze her tits hard enough to leave red prints on her flesh. "On top of that the spell can increase a woman's fertility, in fact I'd be surprised if I end up with less than twins from this fuck. It's more likely that I'll end up with triplets after the way you pumped up my original spell. But the most dangerous thing with this spell is that if you put too much power into it the spell you become insatiably horny and you need sex, sex, sex. The only way to bring the spell to an end at that point is to get a load of cum in you pussy, of course that means that you end up pregnant, but there's no way around it for me now. So fuck me and knock me up Ben, before my own desires drive me crazy with lust."

"I will," Ben promised, sliding between Charmcaster's wide open legs and bringing the head of his cock up to the older girl's drooling slit. "Gwen, you want to get in on this? As long as that lust spell is affecting her she can use all the stimulation she can get. You can consider this my birthday present to you."

"You come up with the greatest gifts when you put your mind to it, Ben," Gwen said with a chuckle, "but when you get right down to it I'll never have a chance like this again. So yes, I think I will join you."

While Gwen stripped out of her Lucky Girl costume Ben slammed his hips forward the last few inches and buried his six inch cock as deep as it would go into Charmcaster's hot wet cunt. The platinum blond was so horny that just sliding into her cunt was enough to send her over the edge for her first orgasm.

"Oh God, your cock feels so good inside my pussy Ben," Charmcaster screamed. When Ben's balls bounced off her ass she through her arms and legs around his body and held him tight as her body spasmed with pleasure and her long silver nails tore bloody scratches across his back and shoulders. "Fuck me Ben Tennyson, fuck me and knock me up with a belly full or your babies."

"Whatever the horny little villainous wants," Ben said, gritting his teeth against the pain of the scratches on his back. Charmcaster's body relaxed slightly as she came down from her first orgasm and Ben started slamming his cock in and out of her slit while the girl continued to strip the skin from his back with her silver nails. "Hurry up Gwen, she's going to strip all the skin off my back if you don't give her something else to think about."

"Stop whining you little dweeb, I'm here," Gwen said as she straddled Charmcaster's face so her pussy drooled just above the older girl's lips. "Hungry Charmcaster? Would you like to eat some pregnant pussy?"

"I love pregnant pussy," Charmcaster said, licking her lips and pulling her hands away from Ben's back so she could reach up to stroke Gwen's bulging belly.

"Then bon apatite," Gwen said, dropping to her knees and lowering her red furred slit until it was within easy reach of Charmcaster's lips and tongue. Gwen wasn't sure if the groan of pleasure that escaped her lips was for the expert way Charmcaster licked her slit, or the sexual energy that spread from her milk swollen tits when the older squeezed them and tickled her erect nipples with the same fingernails that had left scratches on Ben's back.

"Gwen I've got to tell you, this is one horny girl," Ben groaned, fighting against the desire to shoot his load as Charmcaster's cunt muscles clamped tight around his cock while the older girl shivered through her second orgasm. "I swear, she's already had two orgasms since I stuck my cock in her belly,"

"Enjoy her pussy while you can Ben," Gwen gasped as her body spasmed with a small orgasm running through her pregnant belly, "once she recovers from the spell I don't think she's going to be happy with either of us. Especially you since she's going to have your babies growing in her belly while she's back in jail."

"This is the best sex I've had in a long time," Ben panted, "maybe you should try this spell the next time we fuck."

"I don't think we need it Ben," Gwen chuckled. "Besides, can you imagine how exhausted we'd be if we used this spell too often? Even Charmcaster's starting to tire and the spell is still affecting her."

"Good point," Ben admitted, taking one hand off Charmcaster's wriggling hips to wipe the sweat from his eyes. He knew he wouldn't be able to hold out much longer but Charmcaster's orgasms were coming one right after the other now and he thought he could hold out just long enough cum with her next orgasm.

"Oh God, here I go again," Gwen screamed as Charmcaster sent her over the edge again by teasing her clit between her teeth and then shoving her tongue deep into Gwen's redfurred slit and wiggling it around.

"So are we," Ben cried when Charmcaster's cunt muscles clamped down around his shaft. This time he didn't even try to fight the urge when his balls cramped up and he buried his cock as deep as it would go in Charmcaster's wet hot cunt and shot his full load deep in the girl's fertile belly.

When Charmcaster finally opened her legs and let him go Ben was so worn out that it was all he could do to pull his soft cock out of her pussy and crawl over to his clothes. He was pulling his shirt on over his head when Gwen joined him, she was already fully dressed in her costume and she turned to look at Charmcaster's naked body stretched out on the floor of the museum.

"I don't think we have to worry about Charmcaster escaping before the police arrive," Gwen said with a grin. "After all the orgasms she had she'll probably sleep for a week."

"She may even sleep until she has to run to the bathroom for her first bout of morning sickness," Ben snickered. "We should get out of here before the police arrive, once they see Charmcaster's naked body with my cum dripping out of her slit they'll know what we've been up to."

"I can take care of her costume," Gwen said, picking up the rags that use to make up Charmcaster's clothes, "I have a spell that will repair them. As far as your cum is concerned, it looks like Charmcaster's pussy has already absorbed it all. I wonder how many babies she's going to have in her belly if she needs all that cum."

"I don't know, but her bellies going to be huge," Ben said, "and just thinking about it is getting me hard again. Cast your spell and lets get out of here so we can fuck again."

"Ok, I'm working on it," Gwen said, consulting her spell book for the right spell. "By the way Ben, I've been thinking about what Charmcaster said about this spell."

"What about it?" Ben asked.

"You remember when we started fucking?"

"Sure, you were practicing a lust spell and miscast it so it affected us and we ended up fucking."

"And that's also when I got pregnant with Ken," Gwen pointed out. "I've been thinking that if Charmcaster was right about the spell jump starting puberty and increasing our fertility. My spell may have been the reason we hit puberty so early, and how I got knocked up so fast."

"Well Gwen," Ben said thoughtfully while his cousin cast her spell and restored Charmcaster's clothes, "your spell may have been the reason we started fucking, but in the end we decided to keep going on our own. I'm glad your spell got us started, but I'm even happier that we decided to keep fucking on out own."

"So am I," Gwen admitted, patting her swollen belly affectionately. "Now let's get out of here or we'll be caught for sure."

Chapter 23

Ben opened his eyes with a groan and heard his cell phone ring for the second time. He did his best to avoid Gwen's naked body snuggled up against him in the bed and reached past Grandpa Max's body to snatch his phone from the bed pocket just as it rang a third time. He snapped the phone open and brought his lips up against the mouth piece as he whispered, "Hello?"

"Good morning Benjamin," Ben's mother said cheerfully.

"Mom, it's three o'clock in the morning," Ben groaned softly, turning to look at Gwen and Grandpa's body to make sure they were still asleep before he continued. "What's so important that you had to call me in the middle of the night?"

"Well if you turned your phone off like you're suppose to when you're sleeping I would have left you a voice mail instead of waking you up," Ben's mother pointed out.

"Ok so it's my fault," Ben sighed, "but now that I'm up, why are you calling? In fact, what are you doing up at three o'clock in the morning? Shouldn't you be asleep with our baby on the way?"

"I was asleep a half-hour ago when Keesha's mother called me," Ben's mother said.

"Is Keesha alright?" Ben asked excitedly.

"Keesha's fine," Ben's mother said reassuringly, "and so is your new daughter."

"That's good," Ben said with a relief, "do you know the baby's name?"

"I know Keesha was planning to call the baby Misha if it was a girl," Mrs. Tennyson told her son.

"Sounds like a nice name," Ben said. "Do you want us to come home?"

"No," Mrs. Tennyson said after a few seconds, "you'll be home in a week or so and that's soon enough to see your new daughter. You do realize that Jane is looking forward to starting her new baby, she was just telling me that she should be in her fertile period when the two of you get home next week."

"That gives me just the right incentive to make sure we get home on time," Ben chuckled. "Tell Jane I'm looking forward to knocking her up again and give Ken and the twins a kiss for me when they wake up in the morning."

"I will, and you tell Gwen and your grandfather we said hi," Ben's mother finished.

"I will mom," Ben promised. "Goodbye, and thanks for telling me about Keesha."

After making sure that the phone was turned off this time Ben reached across Gwen and Grandpa Max to put it away. Ben couldn't help noticing the way Gwen's swollen belly shifted under his arm and he realized the new baby was kicking her mother while she slept.

"I know I said we were going to get an early start today Ben," Grandpa Max said softly as Ben dropped the phone, "but this is earlier than I meant."

"Sorry Grandpa," Ben said, "I made sure it was off this time."

"So what was so important that they called in the middle of the night?"

"Mom called to say that Keesha just had her baby," Ben explained. "She intended to leave a voice mail but the call went through because I forgot to turn the phone off."

"Well don't let it happen again," grandpa said with a yawn, "because we really do have to get up early in the morning if we're going to make New Orleans before the voodoo museum opens up."

"Ok, goodnight grandpa," Ben said, curling up next to Gwen so the pregnant redhead was nestled between them.

When the alarm rang several hours later Gwen was the first one of the trio to react to the sound and turn it off with a flick of the switch. "What's with you two this morning?" Gwen asked with a long stretch that ended with a stroke of her pregnant belly. "One of you usually beats me to the alarm, especially with all the sleep I'm getting for the baby right now."

"Check your phone," Ben growled, "you probably have the same message I got from my mom. But since you remembered to turn your cell off you got a message instead of a phone call in the middle of the night."

"Is that why you two are so grumpy?" Gwen teased as she snapped her phone open and checked her messages. "Well, congratulations Ben, that's two boys and two girls so far, what do you think the next one will be?"

"I don't really care," Ben said after a second, "I have so many babies on the way already that I'm sure I'll have plenty of both before I'm done."

"That's true," Gwen agreed, crawling over Ben's body and dropping to the floor. "First to the bathroom. For once I'll actually get a hot shower before you take all the hot water."

"Don't take too long," Grandpa Max muttered, sitting up in bed and stretching before he finished, "we really need to get an early start if we're going to make it to New Orleans on time."

"Are you going to tell me why we're going to New Orleans yet?" Gwen asked.

"You'll find out," Max promised. "Think of it as an early birthday present so you'll be surprised when we get there."

Gwen closed the bathroom door with an exasperated sigh and Ben waited for her to start the shower before he turned to his grandfather. "Why aren't you telling her about the voodoo museum?" Ben asked.

"Because I want to surprise her," Grandpa Max said as he crawled out of bed and started putting things together for breakfast. "I know that Gwen's magic is different from voodoo, but I thought she'd enjoy seeing how it worked. Besides, voodoo isn't all zombies, there's a lot of protection spells too, and many of them are designed to protect against evil. Even if Gwen can't use voodoo it could help her to know what she's up against if someone tries to use it against her."

"Grandpa," Ben said as he dropped down to the floor of the rustbucket, "when you get around to my birthday present I want you to remember one thing."

"What's that?" Max asked as he cracked eggs into the hot frying pan.

"Remember that I don't enjoy educational gifts," Ben said.

"I know," Max said with a chuckle, "that's why your gift is a trip to the laser tag club back home."

"Thanks grandpa," Ben said with a sigh of relief."

"Who's next," Gwen called, stepping out of the bathroom as she toweled her short red hair.

"Go ahead Ben," Max told his grandson, "I'm already in the middle of making breakfast here so I'll get my shower after we eat."

Ben was too busy trying to beat his grandfather to the shower to hear what he was saying and a few seconds later Gwen and Max heard the water running when Ben started his shower.

A nearby clock was chiming the hour when Grandpa Max parked the rustbucket in the parking lot next to the building with the large sign proclaiming New Orleans Museum of Voodoo. And in smaller letters Open Monday - Friday 10:00 to 9:00, Saturday 12:00 to 6:00, Closed Sundays.

"Oh wow, thanks grandpa. This is the best birthday present ever," Gwen said she was so excited she was actually bouncing on her toes and making her swollen belly jostle with every step.

"I thought you'd like it," Grandpa Max said with a satisfied grin. "You two go ahead while I square things away with the rustbucket."

"Come on Ben," Gwen called as she rushed ahead of her, reaching the front steps ahead of Ben and waiting impatiently for him to catch up.

"Yeah, yeah, yeah," Ben grumbled as he followed Gwen to the front door he noticed that his redheaded cousin was pulling her oversize t-shirt down to cover her swollen belly and he couldn't help but wonder how much longer she'd be able to hide her pregnancy. "Sorry I can't get excited about all this but magic is your thing not mine. Besides, what are you going to learn from all this stuff about zombies and stuff anyway? Your magic isn't like this stuff at all."

"Maybe not," Gwen said with a shrug, "but voodoo isn't just about zombies, there's a lot of protective magic too and I may be able to use some of that. I think it's also a good idea for me to know how other kinds of magic work in case someone ever tries to use it against me. And I've been reading up on the voodoo museum since it reopened last month and they have other kinds of magic here besides voodoo."

"I didn't know that," Ben said as the two of them turned to enter the front doors and entered the museums cool interior.

"Welcome to the voodoo museum," the receptionist said in his thick New Orleans accent. "Would you like to wait for a guide or would you prefer to look around on your own?"

"I'd like to look around on my own," Gwen said, "but I did have a question about your displays."

"And what would that be young missy?" the receptionist said with a toothy smile.

"I read that you were able to double the size of the voodoo exhibit after the flood and I wondered how that happened."

"One result of the flood was that many old and lost buildings were revealed when the waters went down and we were able to salvage several artifacts that were lost for centuries. We haven't been able to catalog everything yet but it was such a big deal that put things on display even though we don't know what they are."

"Thanks," Gwen said, paying her entry fee and grabbing a brochure, "I look forward to seeing the new displays."

By the time Grandpa Max joined them Gwen was so enthralled by the displays that Ben didn't think he could drag her away for anything - not even a good hard fuck. "Enjoying your birthday present Gwen?" Grandpa asked, looking over her shoulder at one of the new displays.

"I sure am," Gwen said, "these new displays are incredible. This one here was buried in the cellar of one of the oldest homes in New Orleans. It was in a secret room that was lost over two hundred years ago."

"Is it just me," Ben said with a frown, "or do these charms look familiar?"

"I was just thinking the same thing," Grandpa Max said, "they look a lot like the charms Hex and Charmcaster were trying to steal last year. But you destroyed them last year, right Gwen."

"Yeah I did," Gwen said distractedly, "but these charms are similar, and they look like they could be even older than the charms from last year so they could be even more powerful."

"Well we don't have to worry about Hex since he took a bath in the water from the fountain of youth he won't be bothering us for several years. But I wonder what will happen when Charmcaster finds out about these stones."

"We may find out sooner than we'd like," Gwen said pointing to the display's placard. "According to this they just put the information about this display on the museum's internet site. When Charmcaster sees that she could be here anytime."

"Forget anytime," Ben said, looking past his cousin's shoulder to the museum entrance, "it looks like she's here now."

Gwen turned to look for herself and was just in time to see the receptionist slammed against the wall by Charmcaster's magic when he tried to demand the entrance fee from the platinum blond teenager. Even before her victim hit the wall Charmcaster gestured for her magic pets to precede her into the museum's display area.

"Grandpa," Ben started to say as Charmcaster's magical rock dogs entered the museum and terrorizing the museum visitors.

"I'm on it Ben," Grandpa Max said, sidestepping one of Charmcaster's pets when it rushed at him. "I'll get everyone out of here while the two of you deal with Charmcaster."

"Good plan," Ben said, lifting the Omnitrix to dial in one of his alien forms while Gwen cast a spell to change into her costume and hide her pregnancy behind an illusion at the same time.

"Going hero," Ben said, slapping down the plunger of the Omnitrix to initiate his change.

"Good choice," Gwen said with a smirk when she saw Ben's alien form. "Are you sure you wanted Wildvine for this? Or did the Omnitrix come up with this one on it's own?"

"No, this is the form I wanted," Ben said, stretching his vine arms out to wrap around two of Charmcaster's pets and smashing them together with enough force to shatter them for a few seconds until their magic started reforming them from their own rubble. "I figured Wildvine's stretching ability would come in handy against Charmcaster's spells. This way I can stay at a distance and still reach her."

"That's a good idea," Gwen admitted, "so tell me, who are you and what have you done with my cousin."

"Ha-ha," Ben said dryly. "Come on, let's deal with Charmcaster already."

The two cousins turned to face the entrance of the museum as Charmcaster stalked into the display room and stopped at the sight of the two waiting for her. Ben looked at Charmcaster in her purple jacket, dark grey body suit, and maroon thigh high boots and couldn't help but wonder how the girl always managed to look so sexy when she dressed so modestly.

"You two again?" Charmcaster said with a sigh, "didn't you learn your lesson last summer?"

"Seems to me that you were the one who always lost last summer," Ben pointed out. "Shouldn't you be the one to learn your lesson?"

"Whatever," Charmcaster snapped, tossing her ponytail behind her head before she pointed at the two cousins and called to her rock dogs, "get em."

Ben grabbed the first two rock dogs in his vine arms and smashed them into rubble before he reached for the next two, but the first two creatures were already reformed by the time he smashed the second pair. "A little help would be nice Gwen," Ben called to his cousin while he reached for the first two creatures again.

"Hold on, I'm looking for the right spell," Gwen said, flipping through her spell book and making a quick peek as Charmcaster approached the display with the charms. "Got it, smash them again and I'll be able to slow down their regeneration long enough to put them out of action for the rest of the fight."

"Ok, do it Gwen," Ben said, smashing the second pair for rock dogs into rubble for the second time. Before the creatures had a chance to reform Gwen cast her spell and two piles of rubble stopped shifting when the magic took affect.

"Nice job, now for the other two," Ben said, grabbing the second pair of dogs just as they finished reforming. He smashed the two rock creatures together anc Gwen cast her spell for the second time over their shattered remains.

"Now for their mistress," Ben said, turning his back on the four rock piles and turning to face Charmcaster herself. "Give it up Charmcaster, you're not getting out of here with those amulets."

"Sure I am," Charmcaster said with a laugh, "they may be useless until I perform the ritual to recharge them, but I don't really need their power to deal with two amateurs like you."

"Who are you calling an amateur?" Gwen asked, turning to face Charmcaster with a glare. "I seem to remember that I was able to handle your uncle's mage staff, the one you said only a master sorcerer could control. You weren't able to handle it but I did."

"Pure luck," Charmcaster said with a shrug while she cast a spell to shred Ben's elongated vine arms as they tried to wrap around her. "If you're really as good as you say then you should be able to handle this easily."

"Ben watch out," Gwen called when she realized that Charmcaster was throwing the spell at her cousin instead of her. Even as Charmcaster finished casting her spell Gwen threw herself in front of her cousin and cast a spell of her own. Ben could almost feel the pressure of Charmcaster's spell when it struck Gwen's magic shield. For a second it wasn't clear which spell would win, but then he felt Charmcaster's spell rebound from Gwen's shield and heard the older girl's scream of rage and surprise when she was caught by her own spell.

"No," Charmcaster gasped, shivering in rage as she tried to throw off the affects of her own spell. "Do you have any idea what you just did?"

"Was it any worse than what you planed for us?"Ben asked, taking advantage Charmcaster's distraction to wrap her tight in his extending arm vines.

"Actually it would have had a very minimal affect on the two of you," Charmcaster said, shredding Ben's vine arms with more strength then she'd ever shown. But instead of trying to escape or using another spell against Ben and Gwen the older girl starting tugging at her blouse and jacket with enough force to pop the buttons off and tear the fabric before she shoved her bra out of the way and starting massaging her exposed tits.

"What it the world?" Ben asked, turning to Gwen with a bemused look on his face before he returned his gaze to Charmcaster who was now sitting on the floor of the museum. With one hand she continued to play with her tits, pushing one of her breasts up to her mouth so she could suck frantically on the erect nipple while the other hand worked on her pants in an attempt to expose and play with her pussy.

"I think it's the spell she cast," Gwen said with a chuckle. "Ironic that it backfired on her like this. Can you imagine what would have happened if the spell had hit."

"You would have been safe," Charmcaster said as she shoved her purple lace panties out of the way and started stroking her damp slit while her other hand continued to squeeze her large tits hard enough to leave marks on her breasts. "Since the two of you haven't hit puberty yet the spell would have distracted you for a few minutes but there wouldn't be any serious complications. But when you reflected the spell it doubled the affect and now I'm so horny it's going to drive me crazy if I don't get a hard cock and a load of cum in my pussy."

"You think we haven't hit puberty yet?" Ben said while Charmcaster started rolling around on the floor in her frantic attempts to relieve the itch in her silver furred cunt. "Why don't you show her Gwen."

"Ben, are you sure?" Gwen asked as she watched Charmcaster's antics.

"If she's this desperate for sexual relief then yes, I'm sure," Ben said as the Omnitrix started signaling the end of his time. The watch finished beeping and Ben turned human in a flash of red light.

While Charmcaster blinked the red flashes out of her eyes and desperately tried to get herself off with her hands and fingers Gwen cancelled the illusion hiding her pregnant belly and then lifted her shirt to make sure the older girl had a clear view of her belly. "Look Charmcaster," Gwen said, "does this look like we're a couple of innocent kids?"

"You're pregnant?" Charmcaster said dully, it looked like she wanted to touch Gwen's pregnant belly to confirm what her eyes saw but she couldn't pull her hands away from her tits and pussy long enough to actually touch Gwen's swollen belly.

"This is our second baby," Gwen said. "Our son is home with my parents who are looking after him while Ben and I travel around the country with Grandpa Max. And if you think I've been permissive, you wouldn't believe how many baby bellies Ben has left in his wake this summer - and that's not counting the ones he left back home."

"So you're sexually active?" Charmcaster asked hopefully as she tried to bury three fingers as deep as they would go in her slit.

"Very active," Ben confirmed with a quick smirk.

"Good," Charmcaster said, working her fingers in and out of her platinum furred pussy, "because the only way to cancel this spell when it's this strong is with a good size dose of cum in my cunt."

"I can do that," Ben said edging his way to Charmcaster's squirming body and started pulling the torn fabric of her clothes away from her body. "But in case you haven't figured it out by now, every girl I've fucked in the last year has ended up pregnant - usually after just one fuck. Not only that, I know when a girl is fertile, and right now you're so fertile a dirty joke could knock you up."

"I know," Charmcaster said with a groan. "This lust spell can be dangerous if you give it too much power, and after Lucky Girl reflected the spell back at me with her shield it doubled in power."

"Just how dangerous is that?" Gwen asked with a broad grin as she watched her cousin strip the last of Charmcaster's costume off her naked body.

"The spells been known to jump start people into puberty or back from menopause," Charmcaster said, rubbing her slit against Ben's hand while she used her own hands to squeeze her tits hard enough to leave red prints on her flesh. "On top of that the spell can increase a woman's fertility, in fact I'd be surprised if I end up with less than twins from this fuck. It's more likely that I'll end up with triplets after the way you pumped up my original spell. But the most dangerous thing with this spell is that if you put too much power into it the spell you become insatiably horny and you need sex, sex, sex. The only way to bring the spell to an end at that point is to get a load of cum in you pussy, of course that means that you end up pregnant, but there's no way around it for me now. So fuck me and knock me up Ben, before my own desires drive me crazy with lust."

"I will," Ben promised, sliding between Charmcaster's wide open legs and bringing the head of his cock up to the older girl's drooling slit. "Gwen, you want to get in on this? As long as that lust spell is affecting her she can use all the stimulation she can get. You can consider this my birthday present to you."

"You come up with the greatest gifts when you put your mind to it, Ben," Gwen said with a chuckle, "but when you get right down to it I'll never have a chance like this again. So yes, I think I will join you."

While Gwen stripped out of her Lucky Girl costume Ben slammed his hips forward the last few inches and buried his six inch cock as deep as it would go into Charmcaster's hot wet cunt. The platinum blond was so horny that just sliding into her cunt was enough to send her over the edge for her first orgasm.

"Oh God, your cock feels so good inside my pussy Ben," Charmcaster screamed. When Ben's balls bounced off her ass she through her arms and legs around his body and held him tight as her body spasmed with pleasure and her long silver nails tore bloody scratches across his back and shoulders. "Fuck me Ben Tennyson, fuck me and knock me up with a belly full or your babies."

"Whatever the horny little villainous wants," Ben said, gritting his teeth against the pain of the scratches on his back. Charmcaster's body relaxed slightly as she came down from her first orgasm and Ben started slamming his cock in and out of her slit while the girl continued to strip the skin from his back with her silver nails. "Hurry up Gwen, she's going to strip all the skin off my back if you don't give her something else to think about."

"Stop whining you little dweeb, I'm here," Gwen said as she straddled Charmcaster's face so her pussy drooled just above the older girl's lips. "Hungry Charmcaster? Would you like to eat some pregnant pussy?"

"I love pregnant pussy," Charmcaster said, licking her lips and pulling her hands away from Ben's back so she could reach up to stroke Gwen's bulging belly.

"Then bon apatite," Gwen said, dropping to her knees and lowering her red furred slit until it was within easy reach of Charmcaster's lips and tongue. Gwen wasn't sure if the groan of pleasure that escaped her lips was for the expert way Charmcaster licked her slit, or the sexual energy that spread from her milk swollen tits when the older squeezed them and tickled her erect nipples with the same fingernails that had left scratches on Ben's back.

"Gwen I've got to tell you, this is one horny girl," Ben groaned, fighting against the desire to shoot his load as Charmcaster's cunt muscles clamped tight around his cock while the older girl shivered through her second orgasm. "I swear, she's already had two orgasms since I stuck my cock in her belly,"

"Enjoy her pussy while you can Ben," Gwen gasped as her body spasmed with a small orgasm running through her pregnant belly, "once she recovers from the spell I don't think she's going to be happy with either of us. Especially you since she's going to have your babies growing in her belly while she's back in jail."

"This is the best sex I've had in a long time," Ben panted, "maybe you should try this spell the next time we fuck."

"I don't think we need it Ben," Gwen chuckled. "Besides, can you imagine how exhausted we'd be if we used this spell too often? Even Charmcaster's starting to tire and the spell is still affecting her."

"Good point," Ben admitted, taking one hand off Charmcaster's wriggling hips to wipe the sweat from his eyes. He knew he wouldn't be able to hold out much longer but Charmcaster's orgasms were coming one right after the other now and he thought he could hold out just long enough cum with her next orgasm.

"Oh God, here I go again," Gwen screamed as Charmcaster sent her over the edge again by teasing her clit between her teeth and then shoving her tongue deep into Gwen's redfurred slit and wiggling it around.

"So are we," Ben cried when Charmcaster's cunt muscles clamped down around his shaft. This time he didn't even try to fight the urge when his balls cramped up and he buried his cock as deep as it would go in Charmcaster's wet hot cunt and shot his full load deep in the girl's fertile belly.

When Charmcaster finally opened her legs and let him go Ben was so worn out that it was all he could do to pull his soft cock out of her pussy and crawl over to his clothes. He was pulling his shirt on over his head when Gwen joined him, she was already fully dressed in her costume and she turned to look at Charmcaster's naked body stretched out on the floor of the museum.

"I don't think we have to worry about Charmcaster escaping before the police arrive," Gwen said with a grin. "After all the orgasms she had she'll probably sleep for a week."

"She may even sleep until she has to run to the bathroom for her first bout of morning sickness," Ben snickered. "We should get out of here before the police arrive, once they see Charmcaster's naked body with my cum dripping out of her slit they'll know what we've been up to."

"I can take care of her costume," Gwen said, picking up the rags that use to make up Charmcaster's clothes, "I have a spell that will repair them. As far as your cum is concerned, it looks like Charmcaster's pussy has already absorbed it all. I wonder how many babies she's going to have in her belly if she needs all that cum."

"I don't know, but her bellies going to be huge," Ben said, "and just thinking about it is getting me hard again. Cast your spell and lets get out of here so we can fuck again."

"Ok, I'm working on it," Gwen said, consulting her spell book for the right spell. "By the way Ben, I've been thinking about what Charmcaster said about this spell."

"What about it?" Ben asked.

"You remember when we started fucking?"

"Sure, you were practicing a lust spell and miscast it so it affected us and we ended up fucking."

"And that's also when I got pregnant with Ken," Gwen pointed out. "I've been thinking that if Charmcaster was right about the spell jump starting puberty and increasing our fertility. My spell may have been the reason we hit puberty so early, and how I got knocked up so fast."

"Well Gwen," Ben said thoughtfully while his cousin cast her spell and restored Charmcaster's clothes, "your spell may have been the reason we started fucking, but in the end we decided to keep going on our own. I'm glad your spell got us started, but I'm even happier that we decided to keep fucking on out own."

"So am I," Gwen admitted, patting her swollen belly affectionately. "Now let's get out of here or we'll be caught for sure."

Chapter 24

"How much longer Grandpa?" Ben whined, glaring at Gwen as he spoke.

"I'll have the two of you home in just a few minutes," Grandpa Max said in an exasperated voice while he tried to concentrate on the gloomy road in the Rustbucket's headlights. "I still say we could have spent one more night on the road and got you home in the morning after a good night's rest. In fact you could have changed into XLR8 and rushed ahead even if we did take an extra day."

"I guess," Ben said, "but I'm so horny right now I can't even think straight enough to think about something like that. And it's all your fault Gwen."

"Don't glare at me Ben Tennyson," Gwen said, sticking her tongue out at her cousin. "You were the one who decided you wanted to save yourself for Jane so you could give her a good hard fuck when we got home. So don't blame me if you changed your mind and decided you wanted to fuck me after all. Besides, I'm just as horny as you, but I'm saving it for my dad and yours. After all, they've spent most of the summer surrounded by women too pregnant or too sore to fuck - or waiting for you to get them knocked up again."

"Good point," Ben sighed. "But I'm still horny enough to fuck the first pussy I come to."

"I know what you mean," Gwen muttered, "I'm already wet enough to slide the first cock I see right into my belly."

"Just hold on for a few more minutes and I'll have you home with all the pussy and cock you can handle," Grandpa Max promised as he took turned left.

Even as Max completed the turn he let out a sudden oath and slammed on the brakes as the Rustbucket skidded through a glowing circle. "What it the world?" Max said a second later as the RV came to a stop in the middle of a sun filled meadow. He rolled down the driver's side window just in time to hear a feminine voice.

"I told you I'd get the time spell right this time, Ben." Grandpa Max turned to the speaker and recognized the time traveling Gwen that he'd seen a year earlier when she'd snatched her ten year old self from the past.

"I'll believe it when I see it," a man's voice responded with an amused tone. "Don't forget last month when your spell pulled in our teenage selves from a different time line. I still can't believe we were teamed up with Kevin and he was driving us around in his classic car."

"Well this time I'm sure I got it right," the older Gwen said, "right Grandpa?"

"I'm with Ben on this one Gwen, I'll have to see it to believe it."

"Grandpa?" Ben asked uncertainly.

"We may as well get out Ben," Max said as he unfastened his seatbelt. "I don't think we're getting out of here until they see us."

"I told you I had it right this time," the adult Gwen said as Ben stepped out of the Rustbucket. "I even got the right age this time."

"Hi Ben," the older bearded Ben said, looking down at his younger self with a welcoming smile as he crossed his arms in front of his chest.

"Hi Ben Ten thousand, what's so important that you pulled us out of the past this time?"

"We have some information you're going to need the next time you see Charmcaster."

"Actually we just met her a few days ago," Gwen said, holding her swollen belly when she dropped the last step to the ground. When she noticed the sudden silence she looked up to see the look of shock on the older Ben's bearded face.

"Gwen," Ben said as his eyes traveled up and down the eleven year old Gwen's body from her swollen belly to her milk filled tits. "Something tells me you dipped into the wrong time stream again."

"Oh great," the older Gwen moaned. "You two are never going to let me hear the end of this, are you."

"Not in this life time," the older grandpa Max chuckled.

"Or in any other," the bearded Ben added. "Don't worry Gwen, it could have been worse. At least you got the right age this time."

"I guess there is that," Gwen agreed.

"Now, you said that you encountered Charmcaster a few days ago? Where was that and what happened?"

"It was at the voodoo museum in New Orleans," Ben said. "She was trying to steal a set of charms that looked a lot like the ones her uncle Hex use to have before Gwen destroyed them."

"That's exactly what we wanted to warn you about," the older Gwen said. "In our timeline our future selves warned us about the charms and we managed to stop Charmcaster before she recharged the stones and used them against us. We thought it was time to return the favor and warn ourselves, but it looks like my time spell still isn't perfected."

"So, what did happen when you met up with Charmcaster?" Ben asked, stroking his beard thoughtfully as he continued watching Gwen's obviously pregnant belly.

"Not what you're thinking there Ben," Gwen said with a chuckle that made her belly shake. "I didn't get this big after just one week, in fact I'm about six months along right now. And you should know that this is our second baby too."

"You and Ben?" the older Gwen asked in shock, looking from one cousin to the other and shaking her head.

"Yes Ben and I," Gwen said, and then went on to explain how the two of them started their sex life.

"I remember looking at that spell," Gwen said thoughtfully, "but I realized it was a lust spell and decided to leave it alone. I wonder if that's when our time lines diverged."

"It could be," grandpa Max said, giving his older version a significant look, "but maybe we should compare notes."

"You two go ahead and compare notes," the older Ben said with a chuckle, "and the rest of us will do the same. Does that sound like a plan."

"Sure thing Ben," the older Max said as he and his younger twin walked off together.

"So Ben," the older twin said, pulling his younger self off to the side so they could talk privately. "I noticed that Gwen never actually got around to telling us what happened with Charmcaster, so why don't you tell me about it?"

"Well, if you really want me to," Ben said with a mischievous grin before he launched into the story.

"You're kidding," Ben said with a blush that covered his face from beard to hairline. "You really fucked her and knocked her up because she was caught in her own lust spell?"

"And she's not the only one either," Ben said. "Gwen was my first, but when we got back home after last summer we were joined by her best friend Jane who ended up pregnant with my twins, then there was my lab partner Keesha, then there was . . ."

"Just how long is this list?" the older Ben interrupted.

"Pretty long," Ben admitted with a self satisfied smile, "and it got even longer when we were traveling around this summer." While the older Ben watched with open mouthed surprise Ben listed the girls he'd fucked and knocked up during the summer.

"If I wasn't so embarrassed I'd be jealous," the older Ben said, scratching his chin through his well trimmed beard, glancing once again at the younger Gwen with her swollen belly well she spoke with her own twin.

"You don't have to be embarrassed," Ben pointed out to his older self. "Gwen and I don't have a problem with what were doing, and we're the ones doing it, not you."

"I know," the older Ben responded, "but the truth is that there was a time when I was really tempted to try something with Gwen, but I was always too ashamed and nervous to actually do anything."

"Look at it this way," Ben said with a grin, "since Gwen and I aren't really your past selves, this could be your chance to do something and it wouldn't be incest. Do you want to pass up the opportunity?"

"I don't know," the older Ben said hesitantly, "maybe I should talk to Gwen and see what she thinks. You Gwen I mean, I'm sure I'll know what my Gwen would say."

"Maybe I should talk to her," the younger Ben said, "she may have some ideas that could surprise you."

While the two Bens were talking off to one side the two Gwens were left to themselves. "So that's really your Ben's baby?" The older Gwen said, pushing her hair back from her face before she reached out a hesitant hand to touch her younger twin's swollen belly.

"Yes," Gwen said, grabbing her older self by the wrist and pressing her hand firmly against her pregnant belly so she could feel the baby when it kicked. "This is our second baby, there's a chance that she could be born on her brother's birthday, but I'm not sure."

"But you are sure it's a girl?" Gwen asked, grinning when she felt the baby move under her palm.

"Pretty sure," Gwen said with a shrug. "But I'm not the only one Ben's knocked up, even if I was his first."

"Who? How many?" the older Gwen asked, not even sure which question she wanted to ask first.

"To the best of my knowledge," the younger Gwen said, chewing her lower lip thoughtfully, "Ben could be up to twenty babies born or on the way by now. It's hard to be sure since Charmcaster is sure she's pregnant with at least two babies and maybe more after last week. It's also possible that Ben's knocked up a few girls I don't know about. The second girl Ben knocked up was Jane."

"Jane?" the older Gwen said with a puzzled frown, "do you mean Jane Trent? I remember we were best friends in elementary school but we grew apart in middle school when she started getting really wild. Things really came to an end when she ended up getting pregnant in ninth grade."

"In our case I led the way down the wild path and Jane followed me, getting herself knocked up with Ben's twins just after we started sixth grade. Then there was Ben's lab partner Keesha. After her there was . . ."

"That's enough," the older Gwen said with a shake of her head and a soft chuckle. "Now I'm sorry I asked because I'm starting to feel a little jealous."

"Really?" the younger Gwen asked her twin.

"Really," Gwen said with a nod, running her hands along the long sleeves of her costume. "I never said anything to Ben but I had the hots for him back when we were teens, if we weren't cousins I think he would have been my first."

"In that case I may have an option for you," the younger twin said with a mischievous grin. "Your Ben may be your cousin, but my Ben isn't. This could be your chance to live your dream without incest getting in the way."

"Maybe," Gwen said thoughtfully, "maybe that will work. But still, your Ben is only eleven."

"That's not a problem for me," Gwen pointed out with a pat of her swollen belly, "why is it a problem for you?"

"Ok, I'll think about it," the older Gwen said. "I have a couple hours before I can cast the spell and send you back to your own continuum."

"Don't think about it too long or you'll miss your chance," Gwen pointed out with a quick smirk.

"So," Grandpa Max said, giving his older self a quick sidelong glance, taking in the cybernetic arm, the extra weight, and the white hair that had replaced his own grey locks. "Do your Ben and Gwen know about their real relationship?"

"No," the older Max admitted as he looked at the two pairs of grandchildren talking with each other. "Their parents and I always hoped that things would work out and we'd be able to tell them the truth. But no matter how much we threw them together nothing ever developed between them. I take it you didn't have that problem."

"No, we lucked out when Gwen miscast that lust spell and the two of them decided to keep going with their affair. My Ben and Gwen learned the truth about Christmas time and Ben managed to knock up his own mother and aunt before the new year. Don't worry, they're discreet enough to keep the relationship secret from your pair."

"That's good," the older Max said with a relieved sigh, "I'd hate for them to find out that I'm their father as well as their grandfather after all these years. Do you think your Ben and Gwen will be able to talk mine into having an affair after all these years?"

"I think it's a bit late for that," Max said thoughtfully, "but I wouldn't be surprised if my Ben ended up fucking your Gwen and vice versa before we return to our own continuum."

"I hope you're right," the older Max said, clenching his cybernetic fist as he turned to look at their grandchildren once again. At least this time Gwen managed to tap into a time line that shared part of our past. About a month ago she brought through a team of teenagers and while we were talking one of them happened to mention that Gwen had an older brother. That's when I realized that their past was different from our own, for all I know that Ben and Gwen may have actually been my grandchildren instead of my son and daughter."

"What a strange thought," Max said, "I hope I never come across that pair, I don't know what I'd say to them if I did."

"That's why I avoided them as much as I could until Gwen sent them back to their own time," Max said with a chuckle. As he spoke the older Max glanced over at the two Bens and Gwens as they split up and reformed, the older Ben with the young Gwen, and the young Ben with the older Gwen. "Looks like you were right about your Ben and Gwen seducing mine."

"I knew they would," Max said with a chuckle, "and if I know my Ben you can expect another great grandchild in about nine months."

"Hi Gwen," Ben said with a shy grin as he walked up to his cousin's older twin.

"Don't pull that innocent act with me Ben Tennyson," Gwen said with a grin of her own. "Your Gwen told me that her baby is yours, and all about the other girls you've knocked up over the past year. It sounds like you have a lot of experience and know what a girl likes so I figure it would be fun to give you a try - if you're interested."

"I'm always interested when it comes to fucking," Ben said happily. "Why don't we go into the rustbucket and I'll show you where I fucked Gwen the first time. It's probably where and when I knocked her up the first time too."

"Sounds like fun," Gwen said with a shiver as she followed Ben through the door of the RV. She turned to watch her Ben leading the younger pregnant Gwen through the trees to where their rustbucket was parked out of the way while she cast the time spell.

"Are you saying it will be fun to fuck there, or to be knocked up there?" Ben asked with a crooked grin. "Because I can tell that if we do fuck right now I'll knock you up for sure."

"I think I'd like that," Gwen said thoughtfully, "I enjoy being an aunt for Ben's son, I think I'd like being a mother even more."

"Then come on," Ben said leading Gwen to the cushioned bench. "Get out of that skin tight costume of yours and set your ass down here so I can eat your pussy."

"That sounds good," Gwen said, following Ben's orders and dropping her cape, pants, and blouse to the floor. She watched the grin on Ben's face as it grew wider with every piece that hit the floor and hesitated when she got down to her panties and bra. "Are you going to join me? Or are you just going to stand there and watch?"

"I'm joining, I'm joining," Ben said, wriggling out of his own clothes until he was standing there naked with his cock jutting out straight from his body. "Gwen, I've never asked this of a girl before, but once you send us back the chances are that I'll never see you again. So, I was wondering if I could have your panties when we're done."

"Sure," Gwen said, removing her panties and glancing at the wet spot where her juices had already left a large wet spot, "after all, I'll have your baby to remember you by."

"Thanks," Ben said, taking the powder blue panties and giving them a quick sniff before he dropped them into the pile with his own clothes. "Now get your bare ass on the bench and open your legs so I can show you how much I know about eating your pussy."

"I'm not a virgin Ben," Gwen said with a chuckle, "I do know what to do."

"I guess you do," Ben agreed when the older girl opened her legs so he could see the thick bush of red hair around her slit, "but I'm not sure if you have as much experience as Gwen and I do."

"How can you have more experience than me?" Gwen asked, her question ending in a squeal of pleasure when Ben stuck his tongue deep in her slit and wiggled it around until her clit popped erect through her pussy hair. "Oh God, you really do know what I like."

"I fuck my Gwen almost every day," Ben said, looking at Gwen through her tits and giving her a quick grin before he licked the pussy juice from his lips. "I figured that the same things that turned her on would turn you on too."

"Well you're right," Gwen said, grabbing Ben by the back of his head and pushing his face back into her pussy, "so stop talking and keep eating."

Gwen lost track of time as Ben proved that he really did know everything she liked, and even things she didn't know she liked until he did them to her. She was recovering from her third orgasm when she realized that Ben was moving slowly up her body, kissing her thighs, hips, belly, and tits until his mouth was fastened on hers and his cock was poised for a quick thrust into her pussy.

"Are you ready for this Gwen?" Ben asked as he slid the head of his cock up and down Gwen's slit.

"I sure am," Gwen said, catching her breath after her last orgasm, "I'm ready to fuck, and ready to have your baby. Do it Ben, fuck me and knock me up with your baby."

"Love to," Ben said, easing his hips forward to slam his cock between her red haired cunt lips.

"Oh yeah," Gwen moaned with every stroke of Ben's cock, "fuck me Ben, fuck me good and hard."

"The only thing I regret," Ben grunted, "is that I won't be able to see you when your belly starts growing. The only thing I like more than getting a girl pregnant, is fucking her when she's pregnant."

"And I'm going to miss you too," Gwen groaned when she felt her new orgasm starting to warm her belly, "no one fucks me the way you do. But at least I'll have your baby to keep me company after you leave."

"Yes you will," Ben said, "I always know when I'm going to knock a girl up, and right now you're so fertile and I'm so full of sperm I could leave you with more than one baby in your belly."

"Do it Ben," Gwen screamed, throwing her legs around Ben's ass and pulling him all the way into her pussy as his cock jerked and spat his load of baby juice into her fertile belly. As soon as Ben's juice hit her womb Gwen quivered through her fourth orgasm as Ben's sperm soaked into her cunt in search of her eggs.

"That was the best fuck I ever had," Gwen sighed as Ben sucked on her tits. "You really do know what I like, and how to give it to me. But I have to wonder how, I compare to your Gwen?"

"You have nothing to worry about," Ben mumbled past Gwen's nipple, "you may not know what I like as well as Gwen does, but since you haven't had a baby yet your cunt is tighter than hers. I enjoyed the trade off."

"Thank you Ben," Gwen said as she ruffled her almost cousin's hair. "I wonder how your Gwen is doing with my Ben."

"Here's Grandpa's newest rustbucket," Ben said, offering Gwen his hand when she had trouble getting through the door with her pregnant belly.

"It doesn't look like a rustbucket to me," the younger Gwen said when she stepped through the door and looked around the spacious RV. "In fact it looks like it has all the modern conveniences of home."

"In your time this is probably a cutting edge recreational vehicle," Ben agreed, "but here and now the thing is outdated and past due for the junkyard. Of course that means it's exactly what Max loves for traveling around the country."

"I forgot, since we are about twenty years so the tech in here must be out of date by now."

"But it's still more comfortable than your rustbucket," Ben pointed out. "So what do you want to try out?"

"Let's try out the big bed over the cab," Gwen said, leading the older Ben to the front of the RV as she spoke. "Ben and I fuck on this bed all the time in the old rustbucket, but I bet this bed is a lot more comfortable than that one."

Ben stopped short when Gwen hesitated before climbing into the RV's main bed. "Whoops, almost forgot to take off my clothes," she said with a sheepish grin as she pulled her oversized tee shirt over her head and dropped it to the floor. Ben's eyes jerked back and forth between her milk filled tits and her swollen belly as the younger version of his redheaded cousin skimmed out of her pants and then added her panties and bra to the pile on the floor.

"Are you alright Ben?" the younger Gwen asked with a mischievous grin as she watched the growing lump in the older man's crotch.

"I'm fine," Ben said with a slight stutter.

"Then why are you still standing there in your clothes?" Gwen asked sternly, "why else did you bring me here if you didn't plan to fuck me? I'm sure my Ben told you how horny I am and how much I love to fuck, so don't keep me waiting."

"Of course not," Ben said as he rushed to get out of his own clothes, tossing them onto the nearest cushioned bench as he pulled them off. By the time he was naked Gwen had already managed to pull her pregnant belly up into the top bed and scooted over to make room for him as he climbed up to join her.

Gwen was happy to see that this older Ben had an even larger cock than his eleven year old self and she reached out to run her fingers along the stiff shaft as Ben climbed between her thighs and looked down at her red furred cunt lips and pregnant belly with a bemused smile. "Careful Gwen," Ben said, shoving the younger girl's hands away from his cock as gently as he could. "I'm almost ready to shoot right now, and if you start giving me a hand job I may not be able to get it up again before we have to send you back to your own continuum."

"Well we can't have that," Gwen sighed as she shifted her hands to her own tits and started squeezing them to get a thin spray of milk from her nipples. "And I'm so horny right now that all I can think of is how much I want that big hard cock of yours inside my pregnant belly. Are you as crazy for pregnant girls as my Ben is?"

"Oh yeah," Ben groaned, catching some of the milk Gwen sprayed his way and licking his hands clean with a grin. "When my wife was pregnant I couldn't get enough of her big belly and tits. I never had a chance to find out what it was like to fuck another pregnant girl so I'm really looking forward to this."

"Then get your cock in my pussy and fuck me you big lug," Gwen giggled, "and while you're at it feel free to have some of my milk. Just leave enough for the baby, I was looking forward to feeding my son when we got home."

"Right," Ben said distractedly while he brought the head of his cock up to Gwen's pussy lips. As soon as the head of his cock touched Gwen's cunt the younger girl threw her legs around his waist and pulled him in as hard as she could. In seconds Ben's balls were bouncing off Gwen's bare ass as he thrust in and out of her pussy as hard as he could. He leaned forward, careful of the baby in his almost cousin's belly and sucked one of her nipples into his mouth, letting the milk from her tits fill his mouth before he took his first swallow.

"Fuck me Ben," Gwen moaned with pleasure as the older Ben slammed his cock in and out of her pregnant belly and sucked the milk out of her tits. "With a little practice I bet you'd be just as good as my Ben."

"You mean I'm not as good as your Ben?" Ben asked as he let one nipple go and sucked the second one between his lips.

"Well we have been fucking for over a year and he does know what I like," Gwen pointed out with a groan as her orgasm started to build with every stroke of Ben's shaft, "but your cock is bigger than his and you do know how to use it. I bet that if you started practicing with your Gwen you'd learn what she likes in no time."

"But Gwen is my cousin," Ben said, suppressing the desire to fire a load of cum into Gwen's younger self, he was determined to bring the little girl off at least once before he shot his load but he could tell that it would be a struggle.

"And Ben is my cousin," Gwen said with a moan as her approaching orgasm threatened to drown her with pleasure, "but that doesn't stop us from fucking like bunnies, or having babies. In fact Ben is probably knocking up your Gwen right now if he hasn't done it already. And since he won't be around to keep her satisfied during her pregnancy she'll probably enjoy all the attention you can give her. And once Ben's baby is born I'm sure she'll enjoy having yours too. How does that sound?"

"Like the horniest dream I ever had," Ben grunted, picking up the pace as he imagined what it would be like to actually fuck his own cousin and knock her up, he wondered how long he could keep it secret from his wife, then he wondered if his wife would like to join them since she'd always had a wild streak of her own. By the time Gwen's cunt tightened around his invading cock and the girl's swollen belly jerked and quivered through her orgasm Ben knew that it wouldn't be long before he was shooting his load into his own cousin instead of his almost cousin. This time Ben didn't try to hold back his own orgasm but slammed his cock as deep as it would go into Gwen's swollen belly and let his hot load shoot out to splatter against the eleven year old's cervix with a groan of pleasure.

After the two of them caught their breath Gwen turned to the older Ben and smiled before she spoke, "you're going to do it aren't you? I can see in your eyes that you're already planning to fuck Gwen as soon as you can."

"I am," Ben admitted, "I wonder if her first baby will be mine or Ben's."

"Maybe you should wait a couple weeks to find out if she's already pregnant," Gwen said thoughtfully. "If it was me I think I'd like to know who the father was."

"I guess you're right," Ben sighed, "I just hope I can wait that long now that I know how much I want to fuck her. Well, maybe I should use the time to see if I can talk my wife into joining us. She likes Gwen, and sometimes I swear she looks like she'd like to fuck her too. Somehow I don't think it will be that hard to talk either of them into a three way."

"I know I enjoy them," Gwen said with a nostalgic grin, "so I'm sure your Gwen will too."

"Ben, hurry up and finish your tour," Grandpa Max said from outside the door of the rust bucket, "Gwen says it's almost time to send them back."

"Ok Grandpa we'll be right out," Ben yelled back. "You don't suppose he knows what we've been doing do you?"

"I'm sure he does," Gwen giggled, "but I wouldn't worry about it, I'm sure he'll be very open minded about you and Gwen, in fact he may even help you, it can't hurt to ask."

"I guess I can try," Ben said without much conviction as he pulled his clothes on and tossed Gwen her things, "but not right away."

By the time the two of them returned to the meadow with the old rust bucket everyone else was waiting for them to arrive. With a quick goodbye the time traveling Tennysons boarded their RV and waited for the future Gwen to cast her spell and send them home. Just before she started the spell Gwen gave Ben a quick smile before she turned to her younger pregnant self and said, "I'll send you a message as soon as I know if I'm pregnant. It'll be easier for me to track you since we're basically the same person in two different continuums, but promise to let Ben know as soon as I send you the news."

"Of course," Gwen promised before she gave her older self a quick hug and whispered, "When you start feeling horny because of your pregnancy I'm sure your Ben will be happy to help you out. I think he'll be happy to help you with more babies after this one is born too."

"Thanks," Gwen said, stepping back to get ready for her spell as Grandpa Max closed and locked the door before he slid into the driver's seat and started the engine.

As soon as the time spell opened the portal Grandpa Max drove through it and seconds later they were back on the street they'd left earlier. Max glanced at the nearby clock tower and noticed that it was almost the same time they'd left as well as the same place and he let out a little sigh of relief.

Just before the light from the time portal faded something flew through at the last second and flashed through the air to catch up with the rust bucket. The small globe of light passed through the passenger side window and floated over to Gwen where it hovered a few inches in front of her face and split open. "Hi Gwen," the miniature image of Gwen's older self said with a quick wave. "If I got the spell right this time this message should catch you just after you return to your own time and place. It's been about five months for us but things have been pretty hectic so I didn't have a chance to craft this message until now but as you can see your Ben was right when he said he'd knock me up." As she spoke the image turned to give Gwen a better look at her swollen belly as she patted it affectionately. "In fact he was so good at the job that he knocked me up with twins. You were also right about my Ben, he's been keeping my pussy very happy since you left and we're both looking forward to the day when the twins are born and he can knock me up with his own baby. Even Ben's wife is getting in on the act and joining us for a three way almost every night. Not only that, she's as excited about me having Ben's babies as we are. I hope the two of you enjoy yourselves as much as we are. Goodbye."

When the image of Gwen's older self popped out of existence Gwen turned to her cousin and grandfather with a frown and said, "I don't even know how I'm going to put this one in the data base."

Chapter 25

"Finally home," Grandpa Max sighed as he braked to a stop in Gwen's driveway. "After we got hijacked by your future selves I kept wondering what was going to happen next, but here we are with no more side trips or adventures."

"I was a little nervous about it too grandpa," Gwen said with a sigh of her own, patting her pregnant belly before she unbuckled her seat belt and reached for the passenger side door. "Hurry up Ben, Jane is waiting for you. You know how anxious she is for you to knock her up now that she's recovered from giving birth to the twins."

"I know," Ben growled, "I was just taking a power nap to recover from my fuck with your older self. It wouldn't do for me to walk into the house if I couldn't get myself hard enough for a good fuck."

"He does have a point," Grandpa Max pointed out as he slid to the ground and closed the driver's side door behind him. A few seconds later Gwen and Ben joined him, Ben stretching with a wide yawn before they turned to walk up to the front door.

Without bothering to knock (since it was her own home) Gwen opened the door and walked into the living room with Grandpa Max and Ben on her heals. "We're back," Gwen called after she shut the door. "Where is everyone?"

"We're in the nursery," Gwen's mother called back, "we'll be out as soon as the babies are put to bed."

"Wait for us," Gwen called, leading the way to the nursery, "Grandpa Max hasn't seen any of the new babies yet."

"No I haven't," Grandpa Max said as he pushed his way through the door to get his first look at his new grandchildren. "So who's who here?"

"You already know Ken," Ben's mother said, indicating the oldest child, already asleep in his cradle.

"And here's Ben and Gwen," Jane said affectionately as she pulled the tired twins away from her breasts with a soft whimper and burp as she bounced them in her arms. "I just finished giving them there bedtime meal so they should sleep the rest of the night through and we'll have plenty of time to get started on their brother or sister."

"Sounds like a good plan," Ben said, taking Gwen and nuzzling her nose before he put his daughter in the twin size crib next to her brother.

"And this is Misha," Keesha said proudly, letting everyone get a good look at her newborn daughter before she placed her in the travel bed between the cribs. "We won't be staying long because I'm too sore to join the fun, but I wanted to give everyone a chance to see her."

"So this is the newest one of Ben's babies," Grandpa Max said, gently pushing a lock of hair out of the newborn's honey colored face and smiling down at her.

"It'll be another month before the rest of the babies are born," Gwen's mother said as she stroked her swollen belly affectionately.

"Ben did knock us all up at about the same time," Keesha's mother said with a soft chuckle. "I wouldn't be surprised if all three of us gave birth within a week of each other."

"Or on the same day," Ben's mother said, "now wouldn't that be interesting? I wonder what the hospital staff would think if we all checked into the maternity ward at the same time."

"I'm sure we'll think of something," Gwen's father said when he stepped up next to his redheaded daughter and ran one hand over her pregnant belly while the other one squeezed her milk filled tit. "After all, we managed to come up with an appropriate story twelve years ago when you and Ben were born on the same day."

"Actually," Ben's father said as he fondled Gwen's other breast, "we didn't say anything. We figured it would just make people more suspicious if we started making up story for something that was just an interesting coincidence."

"And it worked," Gwen's mother giggled, "no one ever suspected that your grandfather Max was really your father. Not even the two of you."

"That's true," Ben said as he tucked the twins into their crib before he turned to give their mother a quick kiss.

"Since I don't think we want to disturb the babies now that they're all tucked in," Ben continued, sliding his hand under Jane's blouse to give one of her milk filled tits an affectionate squeeze, "I suggest we move the party out to the living room."

"Good idea," Jane agreed. "It's about time we got started on the twins' brother or sister."

Ben let Jane lead the way to the living room, letting her get just far enough ahead of him that he could enjoy the rise and fall of her twelve year old ass under her slacks. Once in the living room Jane started stripping out of her cloths as she headed for the nearest couch. "Hurry up Ben," Jane said as she dropped to the sofa and gave her lover an impish grin while she opened her legs as wide as they'd go. "I haven't had a cock in my pussy since the twins were born, and today just happens to be the perfect day for starting the next one."

"Are you sure you want to start the next one so soon?" Ben asked, stripping out of his own cloths as the rest of the family spread out around the living room to watch the show.

"I'm sure," Jane said, rubbing her nearly bald pussy where the hair was starting to grow back after they'd shaved her for the twins' birth. "After all, Gwen started her second baby this early, even if it was by accident."

Ben noticed that everyone else was stripping down to their skin and finding their own seats. Gwen joined her father and his on the other couch while their mothers each took an easy chair and Grandpa Max was joined by Keesha's mother on another chair. Keesha seemed unsure of where to go.

"Would you like to join us Keesha?" Ben asked the teenage black girl. "It wouldn't be the first time we had a threeway."

"Tempting," Keesha said with a mischievous grin, "but unlike Gwen, Jane, and our mothers I'm not in a rush to have more babies just yet. I do want you to give me more children and I do want to fuck you, but my pussies too sore right now, and I plan to get on some birth control so I can space the babies out a bit more. I figure one every two years or so should be about right."

"If that's what you want," Ben said with a leer, "but if you change your mind I'll be happy to give you another baby when you're ready."

"I'll remember that," Keesha promised with a short laugh before she bounced over to join Grandpa Max in his chair.

"Come on Ben," Jane said, wiggling her hips invitingly, "everyone wants to see you knock me up with our new baby."

"I know," Ben said as he dropped to his knees between Jane's open thighs. "That's why I want to give everyone a good show. Don't worry, I can tell that when we fuck I'll knock you up."

"That sounds good to me," Jane said with a soft sigh, opening her legs even wider when Ben started finger fucking her pussy.

While Jane's pussy massaged his fingers Ben tickled her erect clit with the tip of his tongue, drawing another groan of pleasure from her lips and an excited murmur from their audience. With his eyes just a couple inches from Jane's cunt Ben could see the soft fuzz where her hair was starting to grow back. Ben pulled his tongue away from Jane's clit and blew a puff across the fuzz and grinned when Jane giggled. He pulled his fingers out of Jane's slit and licked them clean before he bent down to suck Jane's cunt lips before he slipped his tongue into her slit and sucked her slimy juices right out of her.

Ben moved up Jane's body slowly, kissing every inch of her belly as the brown haired girl wriggled encouragingly under his lips. "I've missed this so much," Jane groaned. "You're better now than you were when you knocked me up with the twins."

"Practice does make perfect," Ben said, grinning up at Jane through her milk filled tits, "and I got a lot of practice this summer."

"I know," Jane sighed, sliding her fingers down to her wet pussy while Ben shifted close to her tits to tickle them with her hair as he continued to kiss her belly. "Just how many babies did you make this summer anyway?"

"I kind of lost count," Ben said between kisses. "Gwen, how many girls did I knock up this summer?"

"That depends," Gwen moaned as her father finger fucked her. "Do you want to know how many girls, or how many babies you made?"

"Both," Jane said as Ben kissed the valley between her milk filled tits.

"Let's see, Gwen said distractedly as her uncle pulled her up into his lap and slid his hard cock into her pregnant pussy. "There was Kathy, Mandy, Joey, Kai, Kevin's half sister Steph, Camille's cousin Lucy, Charmcaster, and my future self from an alternate time line. That's eight girls and thirteen babies with the multiple pregnancies."

"Well, you have been busy," Jane said, tousling Ben's brown hair affectionately as he sucked on her left nipple. "Don't drink too much, the twins need some milk too you know."

"I know," Ben said, smacking his lips, "but with all the pregnancies in this family right now I don't think milk is going to be a problem for a while." Jane gasped in surprise when Ben squeezed her right tit hard enough to make milk spray from the nipple and right into his open mouth.

"Good one Ben," Grandpa Max said over the smatter of applause from the rest of their audience. Ben watched as his grandfather tried to copy his move, leaning forward as he aimed Keesha's nipple at his open mouth and squeezing her breast hard enough to get a stream of milk from the girl's brown tits.

"Ready for the main event?" Ben asked, grinning down at Jane.

"Ready and impatient," Jane said, reaching between her legs to guide Ben's prick to her pussy lips. "Come on, Ben, do your job and knock me up with our new baby."

"Oh yeah," Ben groaned, slamming his hips forward and burying his shaft deep in Jane's belly. "Your pussy is the best Jane."

"Do you say that to every girl you knock up?" Jane asked with a giggle as her pussy quivered around Ben's shaft with her approaching orgasm.

"Not every girl," Ben groaned, "just the girls I really care about."

"As long as I'm the one you say it to the most I don't care how many girls you say it to," Jane said as her body shivered through it's first orgasm and she threw her legs around Ben's hips to hold him tight.

"Wow, that was quick," Ben said as he waited for Jane to finish shuddering through her first orgasm.

"Well this is my first fuck in over two months," Jane groaned. "Now hurry up and give me another one."

"Orgasm or baby?" Ben grunted as he slammed his cock in and out of Jane's wet cunt.

"Both," Jane said with a grin. "Now do your job you horny boy."

"Whatever you want," Ben said, leaning down to give Jane a kiss as he continued to slide his cock in and out of the girl's slick pussy.

Jane lost track of everything except how much pleasure Ben was giving her with his mouth and cock. She felt her pussy quivering with another orgasm and she started rotating her hips to encourage Ben to shoot his load deep in her slit.

Ben felt Jane's cunt clamp tight around his shaft and shoved it deep in the girl's belly as his prick exploded, shooting his baby juice where it belonged. As he collapsed weakly across Jane's body Ben happened to glance at the Omnitrix on his wrist and noticed it was flashing through several of his aliens. He recognized Four Arms, Heat Blast, and XLR8 as they flashed by and then saw the watch settle on Up Chuck. He couldn't help but wonder if their was anything special about the way the watch was acting.

"That was wonderful Ben," Jane said, giving him a quick kiss before he rolled off her with a groan. "Do you think you knocked me up again?"

"Oh yeah," Ben told Jane with a grin as he looked her over from head to toe. "I knocked you up for sure."

"Good," Jane said, "because I want as many of your babies as I can have as fast as I can."

"Good job, Ben," Ben's mother said, "I just hope you do as good a job with me when the time comes for you to knock me up in a few months."

"And me," Gwen's mother said.

"Don't forget me," Keesha's mother said as she massaged her swollen belly. "Keesha may want to wait for your next baby, but I plan to have as many as I can before it's too late."

"And I'll be happy to give all of you as many babies as you want," Ben said. "I just wish I had a little help to knock you all up."

"I wish we could help Ben," Grandpa Max said, "but you and Gwen were my last hurrah, and your fathers didn't even do that well. So as long as we want to keep it in the family you're our only choice."

"Like he's going to keep it in the family," Gwen said with a snort.

"I don't care who else Ben fucks and knocks up," Jane said, "as long as he comes back to me when it counts."

"I will Jane," Ben promised, "I will."

Chapter 26

"Ben, Ben wake up," Ben pulled his arm out from his blanket to shield his eyes against the bright ceiling light when his father flipped the switch.

"What's up?" Ben mumbled, glancing at his alarm clock and noticing it was four in the morning.

"Your mom's gone into labor and I have to get her to the hospital," Ben's father said, throwing open the doors to his son's closet and pulling clean pants and a shirt off the hangers and tossing them on the bed. "Hurry up and get dressed, you're going with us."

"As much as I'd like to be there when my baby is born I don't think they're going to let me into the delivery room at my age," Ben said, throwing his blankets off and rolling off the side of the bed before he grabbed his clothes and started changing.

"You're right, they won't," Ben's father said, adding fresh underwear to the pile. "But you're too young for me to leave you home alone - even if it's only for a few hours before you leave for school. Take your school books along and you'll have to catch the bus from the hospital."

"Or just run to school as XLR8," Ben pointed out through his shirt as he pulled it on.

"Yeah, that would work too," Ben's father muttered distractedly. "Just hurry up and meet us out in the car."

Almost three hours later Ben's mother was still in labor and he realized that he couldn't wait any longer or he'd be late for the first bell at school. Ben said his good-byes to his distracted father and headed for the exit. Once he was outside of the hospital Ben found a secluded spot and dialed up XLR8, a second later he was speeding for school with his backpack thrown over his shoulder while he wove in and out of traffic.

Ben was rushing to his first class with only minutes to spare when he was intercepted by an eighth grade girl with long redish blond hair. "Well, well," the girl said in an icy tone as she blocked Ben's path. "Did you forget about our meeting this morning? I figure you're an hour late, but if you have a good excuse I may set up another one."

"I'm sorry Karen," Ben said, scanning the area and noticing Jane and Gwen grinning at him from a few feet away. "I was at the hospital. My mom went into labor early this morning and I had to go there with my parents. I barely managed to make it here in time."

"I guess that is a pretty good excuse," Karen admitted with a quick blush. "So I'll give you another chance. What lunch hour do you have?"

"Fourth hour," Ben said.

"That's my Phys Ed class," Karen said with a frown."

"We could get together after school," Ben pointed out.

"No we can't," Karen said with a sigh. "My parents will never let me stay late. I had enough trouble convincing them that I had to come in early this morning, they'll know something's up if I get home late. We should be able to work something out for lunch, if you can find a way to sneak into the gym and behind the bleachers I'll find a way to break away from the class for a few minutes. Do you think that will be enough time?"

"It should," Ben said with a thoughtful frown. "Don't worry I'll find a way to sneak in."

"I'll see you then," Karen said with an encouraging grin. "By the way, did your mom have a boy or a girl?"

"She was still in labor when I left the hospital," Ben said, "it could still be hours before my brother or sister is born but I'll know soon enough."

"Isn't that Karen Aimes Ben's talking to?" Gwen asked Jane as the two of them watched Ben's conversation

"That's her," Jane said. "You think that's Ben's new girl?"

"Not possible," Gwen said. "I mean, her father is Pastor Aimes of New Hope Baptist Church right?"

"That's right," Jane said with a quick giggle. "PK's get just as horny as other girl's, Gwen, they just have to be more discreet about it."

"What's a PK?" Gwen asked as the two of them headed for their first class.

"Preacher's kid," Jane explained. "It's not like Karen's the first girl besides us that Ben's fucked. I'm sure that at least three of the girls in out maternity class are carrying Ben's babies, and three more probably are but I haven't been able to confirm it yet. In fact I'm sure Ben's responsible for the rise in pregnancies that required a maternity class at the middle school level."

"That's true," Gwen said with a chuckle as she adjusted the blue barrett in her hair, "before I showed up with my big belly last year we didn't have any pregnant girls in the school. Now there's so many of us we have our own maternity class."

"Maybe we should thank Ben for that," Jane said with an impish grin. "Otherwise you and I'd be facing home school again."

"We can do that when we meet him after school," Gwen said. "I'm sure he'll appreciate it."

Ben waited for the hallway to clear before he snuck up to the gymnasium door and peeked through the wired window to see the girl's phys Ed class running into the basketball court from the locker room. Double checking the hallway to make sure it was empty Ben twisted the face of the Omnitrix until he saw the image of Ghost Freak and slapped down the plunger. In his ghostly form it was easy for Ben to slide through the doors and along the walls until he was behind the closed bleachers.

Peering through the cracks Ben watched the girl's scramble around the basketball court through the bleachers, they were shooting baskets with several balls. It was easy to spot Karen with her long red hair tied back in a pony tail that reached almost to her bouncing ass. Even as he spotted her Karen failed to catch a ball as it bounced her way and when she ran to catch it her foot caught the ball and sent it flying across the gym to bounce behind the bleachers where he was hiding.

"I'll get it," Karen yelled as she followed the bouncing ball. None of the other girls even seemed to notice when Karen slipped behind the bleachers and gave Ben a quick grin before she threw her arms around him and gave him a hug.

"I knew you'd find a way to sneak in here," Karen whispered, shivering with excitement as she hooked her thumbs in the elastic band of her gym shorts and pushed them and her panties down her legs to the wooden floor. "Hurry up, we don't have much time before someone notices I'm missing and we certainly don't want anyone to find us like this, and if I don't lose my cherry right now I'll have to wait another month for another chance like this."

"Another chance like what?" Ben asked, struggling with his zipper for a second before he managed to open it and reach into his pants to pull out his hardening cock. With his special senses he could tell that Karen was fertile and that he'd knock her up for sure if they didn't take precautions. If Karen knew she was fertile did that mean that she wanted him to knock her up? Ben found it hard to believe that a pastor's daughter would actually want him to get her pregnant, but he hoped her next words would confirm his ideas.

"Another chance to get knocked up," Karen said, sending a shock through Ben's cock that made it stiffen harder than ever. "This is the perfect time for lose my cherry and get a baby at the same time. That is if you can do the job right."

"Trust me Karen, I can do the job," Ben said, coming up behind the red haired girl as she leaned forward, supporting herself on one of the support bars as she watched her classmates through the cracks in the bleachers. "But are you sure you want me to knock you up? What will your parents say when your pants start getting tight?"

"I don't care," Karen said with a stifled moan when Ben ran his fingers along her wet slit, "well actually I do care because I want to see their reaction when my belly starts growing with your baby. I don't hate my parents, but I do hate the way they keep telling me I can't do the things. So this is my way of getting back at them."

"If you're sure this is what you want," Ben said as he brought the head of his cock up to Karen's wet pussy and ran the tip up and down the girl's drooling slit, "then I'm sure I can take care of your cherry and the baby you want."

"I just knew you were the perfect boy for the job after Gayle Stiener told me that you were the one who knocked her up when you popped her cherry." Karen opened her legs a little wider as Ben pressed his cock against her pussy lips and she felt the head of his cock pop into her virgin cunt.

Ben held Karen's hips steady and put more pressure and eased his cock a little further into her tight wet virgin cunt until he felt the tip come up against the red head's hymen. "Last chance to change your mind," Ben said, "one more shove and goodbye virginity, hello motherhood."

"I'm not changing my mind," Karen hissed through clenched teeth. "I want this now more than ever."

"Hold on then, because here I go." Ben felt Karen's pussy tighten around the head of his cock as she anticipated the lose of her virginity and he slid one hand down to light patch of hair around her slit to tickle her erect clit for a second before tore through the twelve year old's cherry and deeper into her belly.

"Ouch!," Karen said and then turned to give Ben an encouraging grin as she tried to hold her hips steady against Ben's intruding prick. "Keep going Ben, we don't have much time for you to put that baby in my belly. Never mind what happens to me, keep going."

"I'll keep going," Ben promised, "but I'll do my best to make sure you enjoy this fuck as much as I do."

Ben slid his cock in and out of Karen's pussy slowly so she could get use to it as he moved deeper into her body with every stroke. While he continued to tease Karen's clit with the fingers of his left hand he moved his right hand he moved his left hand up her body until he slid under her tee shirt to cup her right breast. "What would your Phys Ed teacher say if she knew you weren't wearing a bra?"

"Not much," Karen giggled when Ben tweaked her nipple while he buried his cock as deep as it would go in her pussy. "My tits aren't that big so Miss Barton doesn't bother making me wear a bra during gym, in fact if you watched closely you'd notice that most of the girls in the class don't bother wearing bras - not even the ones with big tits."

"I'll have to sneak in and watch the class more often," Ben chuckled. He was moving his cock in and out of Karen's drooling slit faster and deeper with every stroke and he could feel her pussy quivering around his prick with the pleasure of every stroke.

"Oh God, this is so good," Karen moaned with pleasure, "if I knew fucking felt this good I would have lost my cherry a long time ago."

Ben was sure Karen had forgotten all about the pain of losing her virginity when she started pushing her hips back to meet every stroke that he slammed into her tight little pussy. He could feel his balls starting to cramp with his approaching orgasm. "Last chance to change your mind about the baby," Ben hissed in Karen's ear, "if I shoot my load in your pussy you'll be pregnant for sure."

"Then do it," Karen said with an extra wiggle of her hips with Ben's next thrust, "give me the big belly that's going to embarrass my parents.

With a grunt Ben slammed his cock as deep as it would go in Karen's cunt and he held it there while Karen's pussy clamped down around his squirting shaft and milked every drop of his potent cum where it would do the most good.

"Are you sure I'm pregnant?" Karen asked, giving her belly a pat before she bent down to pick up her gym shorts from the floor.

"I'm sure," Ben said giving Karen an appreciative grin as he focused on her soon to be swelling stomach.

"Good," Karen said firmly. "Still, it wouldn't hurt to have a few more loads in my pussy - just to be sure you understand."

"Of course," Ben said. "I'll be happy to meet you before school tomorrow. And this time I don't expect any problems since my baby sister was born about an hour ago."

"That does sound good," Karen said, using her panties to clean up the mess between her thighs before she slipped into her gym shorts. She placed the wet panties into Ben's hand and said, "Here, Ben, a souvenir of our first fuck."

"Thank you," Ben said, slipping the panties into his pocket.

"Ben," Karen said hesitantly when she was ready to return to her class mates. "Are you free Friday."

"I think so," Ben said, "do you have an idea for Friday?"

"You could say that," Karen giggled. "I have several girl friends and we've been talking lately. That's why I know that they're just as anxious as I was to lose their cherries - and even more worried than me about their parents finding out. But I think you're the perfect answer for all of them - that is if you're willing to take on five horny virgins and one former virgin in one night."

"I think I'd like to try," Ben said with an impish grin. "But that still doesn't tell me why you wanted to know about Friday."

"That's the night Nancy Timmer is having us all over for a slumber party while her parents are out of town. Her older sister is suppose to be in charge while their parents are gone, but she usually tells Nancy to be good and then goes out with her boyfriend for the night. Even if she does stick around I'm sure you wouldn't have any trouble sneaking into the house, not after the way you snuck in here to fuck me."

"I'm sure I'll find a way," Ben promised, "but you better talk to your friends and make sure this is what they want before Friday night. And we'll need to come up with a signal in case someone changes her mind at the last minute or Nancy's sister decides to stay home for some reason, but we can work that out later since you need to get back to class."

"I think you're right," Karen said. "I hear someone calling my name so they must have noticed I'm missing. I'll talk to the other girls and let you know what I find out in the morning."

"Ok, I'll see you then," Ben said.

"And Ben," Karen said as she picked up the basketball she'd kicked behind the bleachers, "make sure you have plenty of energy for Friday, you'll need it."

Chapter 27

Ben pulled his rain hood up and glared at the second floor light in the house across the street. "Why did I ever agree to this signal?" he grumbled for the third time in the last ten minutes. "I should have insisted that Karen call me on the cell phone but no, she had to do it this way because it was mor romantic." Even Gwen and Jane had insisted he go through with the plan when he told them about it during their after school fuck session.

He still found it hard to believe that his cousin and girlfriend had encouraged him to go through with tonight's orgy, in fact their only regret seemed to be that they couldn't enjoy the party. Still it would have been nice to be warm and dry somewhere waiting for his phone to ring instead of standing out here in the rain while he waited for the signal from Nancy's bedroom.

The only thing that really concerned him was that there seemed to be a second light on the ground floor, about where he'd expect the living room to be. He wondered if that meant Nancy's sister had decided to stay in for the night instead of going out with her boyfriend. But even if she was there it would be easy to sneak past her so he could join the slumber party in Nancy's room.

Just as he brushed the rain from his face Ben noticed the signal he'd been waiting for, he saw the drapes in the second floor window opened and closed three times in rapid succession and then a short pause before they were opened and closed one last time. As soon as the curtains dropped at the end of the signal Ben splashed across the and put his back against the wall of the house before he brought the Omnitrix up to dial in the alien he wanted. Before he slapped down the plunger he dropped his plastic grocery bag to the soggy ground and double checked the twine knotted around the handle.

Once he was sure his package was secured Ben slapped down the plunger on his watch and felt the energy rush through his body and watched everything around him grow as he changed into Grey Matter. After tying the free end of the string around his waist Ben used the suckers on his fingers and toes to climb the outside wall of the house and scuttle over to the bathroom window that had been left open a crack for him to slide into the house. After he changed back into his human form Ben pulled up the grocery bag by the string. When he had the bag through the window Ben eased it shut and then grabbed a towel to dry off before he left the bathroom and headed down the hall toward Nancy's bedroom.

Ben paused outside the bedroom and listened to the hushed voices of several girls on the other side of the closed door before he raised his free arm and knocked softly three times and then twice more when the voices died. "He's here," Ben heard Karen say in an excited whisper as bare feet pattered toward him.

A second later the door was flung open and Karen grabbed Ben's arm to drag him into the bedroom before she slammed it behind him. "Hi Ben, we're so glad you're here."

"I wouldn't miss this for the world," Ben said with a quick grin as his eyes moved around the room to take in the six giggling girls who were waiting for him. Karen dragged him past the girls who watched him from their sleeping bags until she plopped down next to him on the only bed in the room.

"Let me introduce you to everyone," Karen said starting with the brunette sitting next to the bed. "This is Nancy our host, her father is an elder in my father's church."

"Hi Ben," Nancy sounded shy but Ben could see the flash of lust in her eyes and her smile.

"Next to her is Cindy. Her mother teaches our Sunday school class as church."

"Hi Ben," Cindy giggled hard enough to make her tits wobble in her demure nightie as she brushed her pale blond hair away from her blue eyes.

"Then we have Rachel Evansworth. Her father is the head deacon in our church."

"Hi Ben," Rachel said with obvious excitement. Ben could see that she had her hand in her panties and realized she was already playing with her own pussy.

"This is Sarah Walters. She's Nancy's neighbor and her father is the pastor at Valley Baptist church over on Woodlawn Avenue."

"Hi Ben," Sarah said with an impish grin, pushing her light brown hair back while she casually pulled out the top of her nightie to give Ben a quick flash of her erect nipples.

"Now we have Mary Reynolds. Her parents are members of our church and her mother is one of my mother's oldest friends."

"Hi Ben," the freckle faced redhead was obviously nervous but seemed to be as determined as her friends to go through with everything.

"And last and probably the horniest we have Kim Sanders. Kim's adoptive parents are missionaries to Japan currently on furlough but returning to Japan the end of this month."

"Hi Ben," the Japanese girl said with a seductive smile while she brushed her long black hair back over her shoulders. "My friends back home are going to be so jealous when my belly starts growing with your baby."

"I can see what you want," Ben said with an encouraging smile. "But just in case did bring along plenty of condoms."

"And you can leave them in the bag," Nancy giggled. "The reason we took so long to give you the signal. We were discussing wether or not we should use protection, but the more we talked, the more we realized that we all like the idea of getting pregnant. So no condoms for you tonight, you're going to do your best to pop our cherries and knock us all up before the night is done."

"Well," Ben said, looking at all seven girls in turn, "I can tell you that Karen is already pregnant from our fuck earlier in the week, and I can see that if I fuck all of you tonight I'll knock you up for sure. If this is what you really want than I'll do it."

"Good," Nancy said as all the other girls nodded in agreement.

"So who's going to be first?" Ben asked, setting his grocery bag aside and pulling his shirt over his damp hair.

"That's something else we had to decide," Kim said. "Since all of us are still a little nervous about losing our virginities we asked Karen to go first so we can watch before we take our turns."

"Sounds good to me," Ben said as he stood up from the bed to remove his shoes and socks before dropping his pants and underwear to the floor. He grabbed the plastic bag off the bed and shifted it to the nightstand before he turned to see Karen already naked and stretched out on the bed waiting for him.

"By the way Ben," Karen said as Ben crawled between her legs and started playing with her already sopping pussy lips. "What else do you have in the bag besides those condoms you're not going to use? I can see and here that you have something else in there."

"Yes, I brought along a special gift for everyone," Ben said before he licked Karen's juices from his fingers.

"Did you bring one of your special vibrators for everyone?" Karen asked excitedly.

"I always do," Ben said, leaning forward to lick Karen's slit and erect clit while he inched his hands up her body to tease her tits.

"Oh," Karen moaned with pleasure, "you're all going to love Ben's little gift. I don't know where he gets his special didos but the batteries never die in them and they have special settings. One setting turns the dildo on at random times through the day. Today I put mine in my cunt when I was getting dressed and it turned on five times during the day. One time was just as I raised my hand to answer a question during French class. I'm just glad the teacher called on someone else or I would have had trouble opening my mouth without moaning in pleasure when the dildo turned on."

"Sounds like fun," Rachael said with an envious glance at the shopping bag, "I can't wait to give mine a try."

"It does sound like fun, but I'm afraid I'll have to pass on mine," Kim said with a sigh. "My parents search everything I bring home, and it will be even harder to find a hiding place for my dildo when we have to pack for the move back to Japan."

"Maybe," Sarah said thoughtfully, "Karen already gave you an idea on how to sneak home. All you have to do is stick it in your pussy before you go home. Your parents will never search your cunt, and once Ben pops your cherry you should have no problem hiding it in your slit."

"I think you're right," Kim agreed, "of course I'll want to make sure that I don't turn it on, my parents will know something's going on if I have an orgasm with no warning."

"Can everyone see?" Ben asked, pulling his mouth away from Karen's pussy and shifting up her body until the head of his cock touched the girl's drooling slit. He looked around and saw that all the girls were standing around the bed so they all had a good view of what he and Karen were doing.

"We have a great view," Nancy said, "so make sure you give us a good show."

"No problem," Ben and Karen said together.

Once he was sure the other girls could see what was happening Ben thrust forward, sliding the head of his cock between Karen's pussy lips and deep into the redhead's cunt. Karen let out a moan of pleasure and the other girls all gasped in surprise as Ben's balls bounced off Karen's firm ass.

Ben barely noticed the oohs and aahs from the six virgins watching the show he was concentrating so hard on the pleasure of Karen's cunt massaging the whole length of six inch shaft. He wondered when she'd learned the trick of using her cunt muscles like that, but then he decided to ignore the how and when and just enjoy the sensation. He shifted the angle of his thrust so his cock rubbed against her erect clit sending a shiver through Karen's body as she emitted another moan of pleasure from her lips.

"Oh wow," Nancy groaned, playing with her pussy while she watched Ben's cock sliding in and out of Karen's wet pussy. "Now I wish I'd insisted on going first."

"You mean you wish you hadn't chickened out," Rachel snickered. "Right now I think we all feel the same way."

"Don't worry," Ben grunted as he continued to thrust in and out of Karen's quivering body, "at the rate we're going it won't be long before I'm fucking all six of you."

"Good, because right now I don't want to wait to lose my cherry and get your baby growing in my belly," Kim said eagerly, watching Karen's body shivering with her approaching orgasm.

Ben felt Karen's cunt clamp tight around his cock as the redhead orgasmed and he managed one last thrust to burry his shaft as deep as it would go in the girl's already pregnant cunt before his balls cramped tight against the base of his shaft and he shot his load in her belly.

"That was wonderful," Karen mumbled with a tired smile as Ben pulled his still hard cock out of her cum filled slit.

"So who's first to lose her cherry?" Ben asked, looking around at the circle of naked virgins standing around the bed.

"Me first," the girls all said at once.

"Nancy's first," Karen said, "we all agreed that since this was her party she'd be the first one."

"That was before we watched you and realized how much fun fucking really is," Sarah grumbled. "Now I'm stuck in fifth place while everyone but Kim goes ahead of me. I'm not even sure if he'll last that long."

"I will," Ben promised, "I don't know how, but I promise I'll find a way to knock all six of you up before the night is done."

"That's good enough for me," Kim said excitedly, "but I'm still anxious for my turn so you better get up here and get started Nancy."

"I'm coming, I'm coming," Nancy said as she scooted into the spot Karen vacated for her. "Hurry up Ben, you may have all night, but you also have six horny virgins to knock up."

"And I'm going to make sure that all six of you enjoy it," Ben said as he crawled between Nancy's thighs so he could get a good look at her pussy. He could see that the light patch of brown hair around her slit was already wet but he gave her quivering pussy lips a couple licks of his tongue just to be sure before he moved up her body to kiss her small tits and suck her erect nipples.

"Are you sure you're ready for this?" Ben asked Nancy as he placed the head of his cock against her virgin slit. "Once I'm in there's no going back, and I can tell you right now that you will be pregnant when we're done."

"I know," Nancy said with a shiver of anticipation, "that makes it even hotter. Do it Ben, pop my cherry and fuck me. Fill my pussy with your sperm and knock me up with your baby."

"I just wanted to make sure," Ben said, reaching down to hold his cock steady as he eased it between Nancy's tight cunt lips. He felt Nancy's pussy close around the head of his cock and leaned forward to suck on her nipples while slid his shaft deeper into her virgin hole. Nancy let out a little gasp of surprise when the tip of his prick touched her hymen. He pulled back just a little and then, just before he slammed his cock through her cherry he sucked as hard as he could on Nancy's left nipple while he shoved forward with everything he had to break through the barrier in one thrust.

"Oh my God that hurt!" Nancy said while Ben held his cock as deep as it would go in Nancy's no longer virgin pussy while it shifted and adjusted to the intruding shaft of flesh.

"But it's all over now," Karen whispered in her friend's ear. "I bet you're already starting to enjoy Ben's cock in your belly aren't you?"

"Maybe a little," Nancy admitted reluctantly. "But wait a few more seconds before you start moving, ok Ben."

"Sure," Ben said, taking his mouth away from Nancy's nipple long enough to speak, "just let me know when you want me to start fucking."

"Nancy closed her eyes and tried to focus of the pleasure of Ben's cock in her pussy and mouth on her tit but she could still feel the ache of her lost virginity, though the memory seemed to be slipping away with every second.

When he felt Nancy's cunt quiver around his cock Ben knew that it wouldn't be long before she was ready to start fucking for real but her tight little pussy felt so good around his shaft that he couldn't resist rotating his hips to give her an added push. "Ok, Ben, I'm ready now," Nancy said, crossing her ankles behind his ass and pulling him in tight.

Ben started slow just to be sure, but when Nancy's only response was an almost constant moan of pleasure as she lifted her bare ass off the bed to meet his every thrust. Once he was sure Nancy was ready Ben started to pick up his pace until his balls were bouncing off the brunette's ass with an audible slap while he leaned forward to slurp her left nipple between his lips. "Fuck me Ben," Nancy gasped through the pleasure that filled her whole body, "suck my tits, fill me with your cum and knock me up."

"I don't think you have to ask him," Karen said, "I don't think Ben could stop now no matter what."

Without taking his mouth away from Nancy's tit Ben managed to shake his head in agreement to Karen's words. Nancy slapped her hand over her mouth to muffle the scream of pleasure that tried to escape her lips as her body spasmed in orgasm, clamping her pussy so tight around Ben's cock that he couldn't pull it out for another thrust so he did his best to bury the shaft as deep as it would go. Nancy's cunt muscles milked Ben's cock and sent him over the edge, filling her fertile slit with his potent cum.

"That was wonderful," Nancy moaned weakly as her legs dropped away from Ben's ass and she slumped back into the bed. "Am I pregnant now? Or should I let your cum soak in for a few minutes?"

"You're pregnant," Ben assured Nancy as he rolled off her and dropped to the bed beside her, "but go ahead and rest for a few minutes if you want because there's enough room on the bed for you and whoever's next."

"That would be me," Mary said as she dropped her white panties to the floor and climbed into the bed. "Scoot over so I can lay out on the bed."

"Actually I thought we'd try something a little different this time," Ben said. "I want to use a different position for each of you when I fuck you. I thought you might want to be the one on top this time, but we need to do something else first."

"I see what you mean," Mary said, looking at Ben's wilted prick. "What do I do?"

"You suck it," Karen told her.

"But it's so slimy," Mary said with a grimace, "do you really expect me to put it in my mouth and suck on it?"

"You'll love it," Karen promised her friend. "There's nothing better than the taste of another girl's pussy juice when you're sucking on a boys cock."

"Right," Mary said sarcastically, "and how many boys have you sucked?"

"Never mind that," Karen said. "Just trust me, you'll love the taste, especially the taste of Nancy's virgin juices."

With a shrug Mary ran her finger along Ben's slimy cock and licked it clean, a surprised smile touching her lips as the taste filled her mouth. "That does taste good," she said. "Ok, I'll do it."

While the other girls watched Mary sucked Ben's cock into her mouth until her lips circled the base of his shaft. Ben felt Mary's tongue caressing his cock and felt himself responding at the first touch. Whatever Mary lacked in experience she made up for in enthusiasm and it wasn't long before he was hard again. Now that he was ready to fuck again Ben realized that he had another problem, Mary was enjoying the blowjob so much she wasn't stopping.

"Mary you have to stop," Ben told the girl sucking his cock as she moved her mouth up and down his shaft. "If you don't stop I'm going to cum in your mouth and then you'll have to wait before I pop your cherry and knock you up."

"Oh right," Mary said, letting Ben's quivering shaft spring from hot lips with obvious reluctance. "I was enjoying it so much I almost forgot why I was sucking your cock."

"Well you're good at it," Ben said while Mary crawled up his body until her wet slit was running up and down his erect cock. "Trust me, any boy is going to love your blow jobs"

"Thanks, but that's not why we're here tonight, so let's see if you can knock me up like you did Karen and Nancy."

"Oh I will," came Ben's muffled reply as he sucked Mary's erect nipple between his lips and chewed on it gently. Mary let out a little gasp when Ben nibbled on her left tit but she quickly stifled the sound and started moving her hips back and forth so Ben's hard cock slid across her drooling slit until the shaft was coated with her juices.

"Looks like you're both ready," Karen said as she reached between their bellies to guide the head of cock until it was wedged between Mary's pussy lips.

"You don't have to ask Ben," Mary said once the head of Ben's cock was in her pussy. "I really want this and I know that you'll probably knock me up. So let's do it."

Ben just nodded without releasing Mary's nipple and wiggled his hips to force another inch of his cock between Mary's pussy lips until it came up against the resistance from the redhead's hymen. "You relax and let me do this, Ben. Then when my parents ask who took my virginity I can say I did it myself."

"I wish I'd thought of that," Nancy said from the edge of the bed as she watched her friend take a deep breath before she put all her weight into her next thrust. For a second it looked like Ben's cock wasn't going to do the job but Mary kept bearing down on his invading shaft until her hymen finally split and she slammed her pubic hair into Ben's with enough force to make the bed springs creak under their weight.

"Careful," Nancy hissed, "Cathy's just downstairs. If we make too much noise she's sure to come up an check on us."

"I'll be careful," Mary said through clenched teeth, holding herself still to adjust to Ben's cock in her deflowered cunt, "but it won't be easy. Ben's cock feels so good in my pussy I just want to scream and let everyone know."

"I know what you mean," Nancy said with a dreamy smile, "but you just have to hold it in, we all do."

"I'll try," Mary grunted as she rotated her hips and meshed her red pubic hairs with Ben's brown ones, "but it won't be easy."

Ben let out a muffled groan of pleasure when Mary started sliding her grasping pussy up and down his cock shaft. For a girl who just lost her virginity Mary was fucking him like a pro, her cunt muscles grasping his shaft every time she pulled back and releasing it when she slammed her pussy forward so Ben's cock was buried deep in her belly with every thrust. It wasn't long before Ben felt his balls start to twitch with his approaching orgasm and from the way Mary's slit was quivering around his shaft he knew it wouldn't be long before she came as well.

"Oh God," Mary moaned, "his cock is getting even bigger in my pussy."

"That means he's about to cum," Karen told her friend.

"So am I," Mary gasped. "Come on Ben, fill my pussy with your cum and knock me up while I cum at the same time."

"Here you go, Mary," Ben said, taking his mouth away from Mary's tit as he brought his ass off the bed and slammed his cock as deep as it would go as he spat his full load of cum into her spasming pussy. "That should knock you up for sure."

"I can feel it," Mary said while her body shivered on top of Ben. "I'm sure I'm pregnant. I can't wait to see the look on my parents' faces when they see my swollen belly."

For a few seconds Ben thought Mary had fallen asleep on top of him then he saw her eyes open and she rolled off him with a groan and stretched out next to him as Nancy scooted off the mattress to make room for her.

"So who's next?" Ben asked after a deep breath, he wondered where he was getting the energy to keep going since he usually only managed three girls before he was too exhausted to do anything.

"It's my turn now," Rachel said as she knelt between Ben's legs. "It doesn't look like you got that soft this time."

"I guess not," Ben said, looking down at the half erect cock that Rachel held between her fingers. "A couple licks and I should be ready to go again. Cindy, you're next right?"

"That's right," the blond said. Ben could see that her hand was still stuck in her panties and from the wet spot in the front panel he figured she'd been masturbating the whole time.

"In that case why don't you get out of that prissy little nightie and get up here too?" Ben said, gesturing for her to join them on the bed.

"What do you have in mind?" Cindy asked as she dropped her nightie to the floor to reveal her jiggling tits before she pushed her light blue panties down her legs to reveal the thick bush of blond hair around her slit. "It's obvious you don't have two cocks so you can't fuck both of us at the same time."

"That's right," Ben admitted, "I only have one cock, but I'm going to have Rachel sit on my cock, and that means there should be plenty of room for you to sit on my face so I can eat your pussy at the same time."

"That sounds like fun," Cindy said with a grin, "so I guess you can do two of us at once."

"That's enough Rachel," Ben said pushing her head away from his now erect cock. "Now I want you to turn around and straddle my hips so you're right above my cock."

"Like this?" Rachel asked when she was kneeling above Ben's cock.

"That's right," Ben said with a nod when Rachel turned her head to look at him. "Now turn and look at the mirror. Do you see yourself in the mirror?"

"Yes," Rachel said, frowning at her own reflection.

"Good, that means you can watch yourself while we're fucking."

"Oh," Rachel said, "that does sound like fun."

"And what about me?" Cindy asked. "How do I get in on the act?"

"You," Ben said, smacking his lips, "will face the head of the bed and straddle my face so I can eat your pussy while Rachel rides my cock like a good cowgirl."

"That does sound like fun," Cindy said excitedly as she knelt above Ben's face so her slit was just a couple inches above his nose so he could breath in the scent of her cunt as she lowered herself toward his lips and tongue.

At the same time Rachel was watching herself in the mirror, using one hand to guide Ben's cock toward her slit while she used the other one to hold herself steady while she lowered herself down. Ben felt the tip of his cock slide across Rachel's cunt lips, her juices coating the head until she managed to slip it between her pussy lips. When the head of his cock entered Rachel's pussy Ben grabbed Cindy's thighs and pulled the giggling blond down to his waiting mouth.

"Oh Ben," Cindy gasped as Ben ran his tongue along her wet slit, "this feels so good. I just know I made the right decision when Karen told us about you."

"If you think his tongue feels good just wait until it's your turn to actually fuck him," Rachel said with a grunt as she dropped her pussy the rest of the way down Ben's shaft until the whole cock was nestled in her hot slit. "I am so glad I popped my own cherry after Nancy told me about the entertainment for tonight. I decided the best way to enjoy my first fuck was to take care of my cherry ahead of time so I could take Ben's whole cock on the first stroke."

"I wish I'd thought of that," Nancy sighed, "but at least the pain didn't last too long before things started feeling real good. So what did you use?"

"My hair brush," Rachel said as she swivelled her cunt around on Ben's invading cock so that their pubic hairs tickled each other and sent shivers running through her pussy even before she started riding his hard cock. "The handle of my brush isn't as long or thick as Ben's wonderful cock, but it was enough to pop my cherry, and my parents never even knew that I did it."

"That's almost as exciting as letting Ben knock us all up at the same time," Kim said, watching Rachel's hips rotate around Ben's shaft. With a groan Rachel lifted her ass a couple inches off Ben's thighs and then dropped her pussy back down on his cock. The new thrust sent Ben's shaft so deep Rachel was sure the tip hit her cervix and it sent a shiver up her spine when she realized that the boy would soon be filling her with enough cum to give her a baby in her womb.

While Rachel started riding his cock Ben sucked Cindy's erect clit between his lips and gave her a quick nip so she emitted a sharp yelp before she remembered to keep things down. "Sorry," Cindy told her friends, "he surprised me."

"The surprises aren't done yet," Karen told her as she watched Ben's hands crawl up the other girl's body to cradle her tits while his thumbs rolled across her erect nipples.

"I don't know what's better," Cindy gasped, "Ben's tongue in my cunt or his hands on my tits."

"Trust me Cindy,"Nancy told her friend, "Ben's tongue and hands are nothing compared to his cock."

"That's for sure," Rachel groaned watching her reflection as Ben's cock stretched her pussy lips as they could go. She could even see her belly quivering with her approaching orgasm. She slammed her ass down one last time and clamped her cunt tight around Ben's buried prick and she did her best to milk every drop of sperm from the boy's spasming shaft.

"I'm cumming," Cindy cried in a muffled groan, "I'm cumming with Ben's tongue in my pussy and his hands on my tits."

"I'm cumming too," Rachel cried in a hushed gurgle. "I can feel Ben's sperm knocking me up right now. Thank you Ben."

"You're welcome Ben mumbled, taking his mouth away from Cindy's drooling slit while Nancy and Mary caught their friend when she collapsed from exhaustion and lowered her limp body down to the bed so she could recover.

"Does this mean it's my turn?" Cindy asked excitedly, looking down at Rachel's smiling face and sperm filled slit.

"Almost," Ben told the anxious virgin. "Karen, my cock could use a little incentive if you don't mind."

"My pleasure," Karen said, taking Ben's limp cock in her hand and licking Rachel's juices from the tip. This time it took a little extra work before Ben's cock responded to the suction of the redhead's mouth, but by the time Cindy's pussy was well on the way to a second orgasm Ben was ready to deflower yet another virgin.

"Now it's your turn Cindy," Ben said once his cock was fully erect.

"Oh good," Cindy gasped. "So what position do you have in mind for me?"

"Almost the same position as Rachel," Ben said. "But instead of facing the end of the bed you'll be facing the head of the bed."

"That doesn't sound like it's going to be as much fun as Rachel had, I won't even be able to watch myself in the mirror.

"No, but with Sarah's help you'll have even more fun than Rachel did," Ben explained.

"Me?" Sarah asked with an excited squeak, "what am I going to do?'

"You are going to sit on my face while I eat your pussy," Ben explained, "but you're going to face the other way so you suck Cindy's tits and she can play with yours."

"Oh, that does sound like fun," Sarah said, removing her clothes and crawling up on the bed with a creak from the springs as she knelt next to Ben's head. "Time to move down Cindy."

"I'm moving, I'm moving," Cindy said, humping her way down Ben's chest and stomach. When Ben's prick was caught in her ass cheeks she wiggled ass enticingly before she lifted her ass over Ben's cock and sat down on his thighs so his shaft was cradled against her drooling slit.

While Cindy teased Ben's cock with her pussy Sarah straddled Ben's head and brought her brown furred pussy down to his sucking mouth. "You know, Cindy, I never sucked another girl's tits, I think I might enjoy it."

"I know I'm going to enjoy playing with your tits," Cindy said. "I always enjoy playing with my own tits, and yours are bigger than mine. I'm looking forward to showing you what Ben just showed me, I just know you're going to love it."

While Sarah sucked experimentally on Cindy's right nipple Cindy lifted herself up on her knees and placed the head of Ben's cock against the drooling lips of her pussy and took a deep breath and held it. She lowered her hips down slowly until the head of Ben's cock split her cunt lips and came to rest against her intact cherry.

Meanwhile Ben's mouth was busy chewing Sarah's juicy slit through her thatch of brown pussy hair. Sarah's cunt lips opened as he ran the tip of his tongue along them and when her erect clit poked him in the nose he sucked it into his mouth and swirled his tongue around the tender bud.

When Sarah gave Cindy's nipple a gentle nip she was so startled she dropped her hips down an inch before she realized what she was doing. Ben's cock split Cindy's hymen and sent a wave of pain through her pussy and the girl hissed in pain and tried to hold her cunt steady while she adjusted to the size of Ben's prick while she caught her breath.

Cindy was surprised how quickly the ache in her pussy faded away and turned to pleasure as Ben's hot cock pulsed in her slit. Once the pain passed Cindy eased her hips another inch down Ben's shaft and felt a wave of pleasure shooting up her belly to meet another wave traveling down from Sarah's sucking mouth on her tits. Determined to get Ben's whole prick in her cunt before he filled her womb with his baby juice Cindy lowered her pussy down an inch at a time until his cum filled balls bounced off her firm ass.

"Suck my tits Sarah," Cindy groaned as she started riding Ben's shaft, bouncing her thighs up and down on the bed and pushing herself toward her first orgasm as a non-virgin.

"I know Ben's cock feels incredible in your pussy," Sarah said, taking her mouth away from Cindy's nipple long enough to speak while she kneaded both of her breasts at the same time, "but don't forget to play with my tits while you fuck him."

"Sorry," Cindy said, raising her hands to cup Sarah's tits and roll her thumbs across the other girl's erect nipples the same way Ben had played with her breasts. "By the way Sarah, I can now say that as good as Ben's tongue feels in your pussy, his cock feels so much better."

"I told you," Karen said, "but the best is yet to come, just wait until he shoots his load in your belly. Just knowing that Ben's knocking you up with his cum will give you the greatest orgasm ever."

"I'm almost there now," Cindy panted as she picked up her pace. "I can feel Ben's cock swelling in my slit."

"That means Ben's about to shoot his load," Rachel said, "I felt it just before he knocked me up."

Ben buried his tongue as deep as it could go in Sarah's slit at the same time that he bounced his ass off the mattress to meet Cindy's quivering pussy and felt his balls clench tight against the base of his prick to shoot his first load of juice into the girl's womb, sending the blond over the edge so that her cunt clamped tight around his shaft and started milking the cum straight from his shaft.

"Oh God, I can feel it," Cindy moaned. "I just know Ben is knocking me up with his baby right now."

"I told you it would be your best orgasm ever," Karen said, hugging her friend's quivering body as her womb absorbed every drop of Ben's potent cum.

"My turn, my turn," Sarah said, practically shoving Cindy off Ben's cock before it had a chance to go limp in her slit.

"What position do you have for me Ben?" Sarah asked as she slid her drooling cunt away from Ben's mouth and down his body until his cock rested against her pussy hair. Ben's shaft never even had a chance to go limp before it sprang back to like when Sarah's pubic hairs tickled his prick.

"For you, we're going to spoon," Ben said, licking the pussy cream from his lips before he spoke.

"What does that mean?" Sarah asked excitedly.

"That means we both lay on our sides," Ben explained, "you have your back to me and we snuggle in tight together so I can fuck my cock in your cunt from behind."

"That sounds like fun," Sarah said as she snuggled back into Ben's chest, "can you play with my tits while you fuck me?"

"Sure I can," Ben said, throwing his arm over Sarah's arm to give her breast an affectionate squeeze. "And if you cock your leg everyone can watch while I fuck you too."

"Do it Sarah," Nancy said, "I want to watch when Ben's cock splits your pussy lips and pops you cherry."

"I want to see it when Ben shoots his load and knocks her up," Karen giggled.

"I want to see it all," Kim said.

"You will," Sarah promised, raising her right knee so all the other girls had a clear view of her juicy cunt. "What are you waiting for, Ben?"

"Not a thing," Ben said with a chuckle as he slid his cock past Sarah's ass cheeks and along her pussy lips.

"Don't tease me Ben," Sarah begged with a shiver. "You know I don't want it in my ass now, but maybe I'll consider it after you knock me up."

"Sounds like fun," Ben said, giving Sarah's ass an affectionate pat, "but we'll have to try it some other time because I don't think I'll be able to make more than seven of you girls tonight, and I still don't know how I'm managing that."

"I'm just glad you are," Sarah sighed when Ben placed the head of his cock between her pussy lips and started to push. "When I found out I was going to be the next to last girl tonight I thought I'd never lose my cherry."

"Well I'm going to take care of that right now," Ben said, forcing the head of his cock into Sarah's slit to the appreciative sighs of the watching girls. "Hold on Sarah, I'm about to pop your cherry."

"I'm ready," Sarah said, closing her eyes and catching her breath in anticipation of the pain.

Ben brought his cock back from Sarah's barrier and slammed his hips forward with one quick jab to smash through her hymen. In spite of her best efforts Sarah let out a little squeak of pain when Ben's cock split her cherry and she bit her bottom lip to stop herself from making any more noise. "Oh God that hurt," she groaned.

"Does it still hurt?" Ben asked as few seconds later, holding his cock steady while he waited for Sarah to get use to his invading shaft.

"Not really," Sarah said after a thoughtful pause. "There's a little ache, but your cock is already starting to feel good.

"In that case I'll give you a little more cock, let me know if you want me to stop, ok?"

"I will," Sarah promised, "but if your cock feels this good in my pussy I don't care how much pain there is, because there's going to be a lot more pleasure."

"There really is a lot more pleasure than pain," Ben said as he slid his cock back until only the head was left between Sarah's pussy lips and then eased it forward until another inch was forced into her slit.

"More, more, give me more cock Ben," Sarah moaned, "don't hold back, I want everything, and I want it now!"

"If you're sure," Ben said, pulling his cock back again before he slammed the whole length of his prick into Sarah's shivering body. Once he was sure Sarah could handle his whole cock he started sliding in and out of her wet slit, faster and faster with each stroke until his belly was slapping against her ass with every thrust.

"Oh God. Oh God. Oh God," Sarah chanted with every stroke of Ben's cock. "I never knew fucking could feel this good. If I'd known fucking felt this good I would have lost my cherry years ago."

"Me too," Karen said, "but with my parents I don't know how I could have done it sooner than I did."

"Amen to that sister," Rachel said with a giggle at her little joke.

Ben slipped his hand down from Sarah's tit until it reached her erect clit and gave it a little pinch before he started running his fingers across the pulsing bud. "That feels so good," Sarah purred, "but I think I'm about to cum."

"So am I," Ben assured her, "ready for my baby juice?"

"Give me all you've got," Sarah said, "I'll take it all and still want more."

"Here it comes," Ben grunted, slamming his cock as deep as it could go in Sarah's spasming cunt so his baby juice shot straight into her thirsty belly.

"Oh God, Ben!," Sarah groaned, her pussy milking the boys cock for every drop of cum. "Fill my cunt with your cum and your baby."

"Oh I have," Ben assured the happy girl snuggled next to him. "I can already tell that you're already pregnant. "In fact the only girl in the room who isn't pregnant right now is Kim."

"And I think it's time we corrected that little problem," Kim said as she climbed into the bed and pressed her body against Ben's bare back so her erect nipples made a dint in his shoulders.

"Patience Kim," Ben chuckled, "give me a chance to recover before you start making demands.

"I have been patient," Kim pointed out. "Now it's my turn to fuck and I want to lose my cherry and get a baby just like everyone else."

"Sorry Sarah, but Kim does have a point," Ben said, pulling his soft cock out of her tight pussy.

"I know she does," Sarah sighed, "but can I suck you hard enough to fuck her?"

"Sure you can," Ben said as he lay back on the bed and opened his legs to give her easy access to his cock.

"You're not doing it alone," Kim said as she joined her friend. "I want a taste of Ben's cock before he sticks it in my pussy."

"You can both do it," Ben said, "just stop when I tell you or I could waste the shot on your faces instead of putting it where it belongs - in Kim's cunt."

"I'll make sure she stops before that," Kim promised, giving Sarah the eye.

To Ben it was obvious that the two girls weren't sure what they were doing at first, but after a few false starts they learned to take turns with Sarah licking his prick from one side and Kim licking it from the other side. When his cock started to respond to their tongues they started taking turns sucking it into their mouths until Ben assured them that he was ready.

"So what position do you want to fuck me in?" Kim asked eagerly.

"Have you ever heard of doggie style?" Ben asked.

"But Mr. Tennyson," Kim said, giving him a wide brown eyed stare, "I'm just an innocent little Missionary's Kid, I shouldn't know about anything like that. Of course I'm also a horny little twelve year old who knows more than her parents want her to. I know about doggie style, but tell me what to do anyway."

"It's simple really," Ben told the Asian girl as she pushed her long black hair out of her face, "all you have to do is get up on your hands and knees. Once you're ready I'll come up and fuck you from behind."

"Ok," Kim said as she got up on her hands and knees, "like this?"

"Almost perfect," Ben said, "just lift your ass a little higher and I'll slip my cock into your nice tight virgin pussy."

"It won't be virgin for much longer," Kim pointed out with a chuckle as she raised her a little higher and spread her thighs when Ben came up behind her.

"Say goodbye to your virginity," Ben said, sliding his cock along Kim's slit until the shaft was coated with her pussy juice. He placed the tip of his cock against Kim's opening and grabbed her hips to hold her steady as he jabbed the head into her cunt.

"Don't stop there," Kim said when Ben paused with the head just past her pussy lips. "Give it to me, if everyone else can take it then I can too."

"Ok, here we go," Ben said, taking a firmer grip on Kim's hips and pulled them back to meet his thrust. Ben put so much force behind his thrust that Kim lost her balance and fell face first into the pillow so that her scream of pain was muffled as he tore through her hymen.

"Are you alright Kim?" Ben asked as the girl lifted herself back up from the mattress.

"I'm fine," Kim said, "you just caught me by surprise when you busted my cherry. Just give me a minute to adjust to your cock."

"Sure, maybe this will help you to adjust," Ben said as he took his hands from Kim's hips and shifted them up to her tits. Kim's tits were the smallest tits of all the girls Ben had fucked that night, but the way she reacted as soon as his fingers caressed her breasts told Ben that they were also the most sensitive.

"That does help," Kim said with a moan of pleasure as her nipples popped erect against Ben's fingers. "Go ahead Ben, I'm ready for you now."

Just to be sure Ben took it slowly, easing his cock into Kim's tight slit an inch at a time until all six inches were sliding in and out of the girl's black furred Japanese cunt and he was able to pick up the pace until his balls were bouncing off her erect clit with every thrust. Kim was moaning with pleasure every time Ben's belly slapped her firm ass and Ben could feel her pussy grasping his cock every time he pulled back. He knew it wouldn't be long before they both came.

Kim could feel her belly quivering with her approaching orgasm and hoped Ben was close too. "I'm going to cum," Kim told all her friends.

"So am I Kim," Ben grunted as he slapped her firm ass with his belly. "Ready to be a mother?"

"I'm ready Ben," Kim said, rocking back on her knees to meet every thrust, "give me your cum and knock me up."

"You've go it," Ben grunted with one last thrust to bury his cock as deep as it would go in Kim's belly as he shot his baby batter into her fertile body. When the first wad of cum shot into her pussy Kim let out a muffled scream of pleasure and her cunt clamped tight around Ben's cock, her muscles working to milk every drop of cum from Ben's balls as they tried to give her everything they had.

"Wow," Ben said as he dropped next to Kim on the bed, "I never would have thought it was possible, but I actually managed to fuck seven girls in one night, and six of them were fertile virgins."

"What do you mean we were fertile?" Nancy asked with a dangerous edge to her voice that was mitigated by the wink she gave her friends.

"I mean you're all pregnant," Ben mumbled tiredly, "I always know when a girl is fertile, and when I'll knock her up if I fuck her, and when I knock her up. I can't tell you how I know, but trust me I always do."

"I believe you Ben," Karen said, "I knew your reputation long before I decided let you pop my cherry and knock me up. I knew you'd get the job done the first time, I just didn't realize I'd enjoy it so much I'd keep coming back."

"Well I'll be happy to fuck any and all of you whenever you want, but right now I need to rest and then get out of here before Cathy decides to check up on you.

"Well don't rest too long," Nancy said with a yawn as she stretched out on her sleeping bag, "I'm surprised Cathy went this long without checking on us."

"Me too," Kim mumbled next to Ben, "she should have been up here to check on us by now. I wonder what she's been up to while Ben was fucking the shit out of us."

Ben thought he heard a low beeping sound coming from the Omnitrix and lifted his weary head up to look at the face of his watch. He noticed that the face of the watch was pulsing red like it did when it was recharging and through his bleary eyes he saw the image of Wild Mutt in red glow. As he continued to watch the pulses sped up until they became a continues red glow and then with one last beep the image turned green and Ben suddenly felt re-energized both physically and sexually.

The shock from the unexpected energy was enough to make Ben sit up in bed and look around the room. Somewhere nearby Ben could search a fertile girl, a girl who he would impregnate if he fucked her, but a quick look around assured Ben that he'd knocked up all the tired girls surrounding him. Then Ben realized that there was one more girl in the house who he hadn't knocked up yet, he opened his mouth to warn everyone but he realized he was too late when the bedroom door opened without warning.

"What the hell is going on in here?" Cathy Timmer demanded as she stepped into her sister's room and looked around at Ben and the recently deflowered girls still dripping Ben's potent cum from their slits. Only the fact that Nancy's older sister started laughing even before she finished her opening line spoiled the show.

"Three days of practice and I still can't say my line with a straight face," the older teen said with a shake of her head. "I didn't even have to walk in here to know what was going on, I've been listening to every creak of the bed, yelp of pain, and moan of pleasure since you started fucking. Not only that, I could smell the sweat and cum even before I opened the door."

"But if you've been practicing that line for three days," Nancy said, "that means you knew what we were going to do."

"Word gets around where Ben's concerned," Cathy said with a chuckle, "his reputation has already reached the high school and with all of you trying to keep his visit a secret someone was bound to overhear your plans and pass them on."

"So why didn't you stop us?" Kim asked.

"Because I knew that even if I managed to stop you this time, the seven of you would find another way to get Ben to fuck you and knock you up," Cathy pointed out. "I'd only be delaying the inevitable, and if I did stop you then I'd miss my chance to join in the fun."

"You want Ben to fuck you too?" Nancy said in surprise.

"I sure do," Cathy said, "I'm tired of being a virgin too."

"You do realize that if Ben fucks you you'll probably end up pregnant, right?" Sarah asked.

"Like I said, Ben's reputation has already reached the high school where he's known as One Shot Ben because he knocks up every girl he fucks with one shot," Cathy said with a grin.

"Personally I'd prefer the nickname Sure Shot Ben," Ben pointed out with a frown, "but at least I have a reputation."

"By the way Nancy," Cathy said as she started to strip out of her clothes while Kim scooted out of the bed to make room for the older girl, "do you have any idea how much trouble I'm going to be in when you and your friends start growing out of your clothes? When your bellies start swelling at the same time it won't be that hard for your parents to figure out that you got pregnant at the same time, and where it happened and I'll be blamed because I was in charge."

"But you'll be growing out of your pants about the same time as us," Nancy pointed out.

"Yes, but I plan to blame Carl for my pregnancy," Cathy said with an impish grin.

"But why do you want to get your boyfriend in trouble?" Nancy asked.

"Because he's not my boyfriend," Cathy pointed out. "Mom and dad want Carl to be my boyfriend because he puts up such a great act in front of them, but when they're not around all he can think about is how he's going to get in my panties. I might even let him do it he wasn't such a hypocrite, and if I didn't know what he did to Beth White. You remember Beth don't you Nancy?"

"I do," Karen said, "she's the girl that got kicked out of the church last year when she got pregnant."

"What really got her kicked out of church was when she tried to tell everyone that Carl was the father. Carl's father used his position on the board to get her kicked out of the church and Carl came out of the whole affair smelling like a rose. But a second pregnancy will change things for sure, and just to be sure I'll wait a week or so and then let Carl fuck me so when my belly starts swelling up with Ben's baby Carl will think it's his. That way I kill two birds with one stone, I embarrass Carl and I lose my cherry and get Ben's baby."

"I guess you have things figured out," Ben said as he sat up on the edge of the bed and watched Cathy drop the last of her clothes to the floor. Ben was surprised to see that Cathy's pussy was almost bald, but when he looked closer he realized that sixteen year old was shaved. He also noticed that the older girl had the biggest tits in the room and he could already feel his cock growing hard as she approached him.

"What about you Ben?" Cathy asked as she came to a stop just in front of him. "Can you fuck another girl? Will you fuck me?"

"I can and I will," Ben said. "Somehow that little rest I just had gave me the energy for one more girl, and if you want to fuck me, I want to fuck you."

"Good," Cathy said. "I was listening in on you guys earlier and I heard what you said about using a different position for every girl. So do you have one in mind for me?"

"I do," Ben said after a second, "and this is it. Come over here and sit on my lap."

"I guess that is a bit different," Cathy said as she straddled Ben's legs.

"No, turn around first," Ben told her. "That way we can watch ourselves in the mirror and the girls can see everything too."

"That does sound kind of kinky," Cathy said with a grin before turned around and slid her ass down Ben's stomach until his cock was cradled against her bald pussy lips. "Can you see Ben?"

"I can see," Ben said as he poked his head around Cathy's shoulder to grin at his reflection. "Can everyone else see?"

"I'm good," Cindy said.

"Me too," Sarah said looking up from her sleeping bag while everyone else nodded.

"Are you ready Cathy?"

"I've been ready for this all night," Cathy said, "I've been frigging myself all night while I listened to you guys fucking away on this bed. So yes I'm wet and ready for your cock and your cum so let's do it."

"Ok, here we go," Ben said. "Lift your ass up and I'll put my cock in your pussy."

"Here you go," Cathy said lifting her ass high enough for Ben to aim his cock at her virgin cunt.

"Now drop back slowly and slide down my cock," Ben instructed. "Take it nice and slow, let your pussy adjust to my cock and wait until you're ready before you pop your cherry because it's going to hurt."

"I know," Cathy said as she eased her slit down as Ben's cock head split her pussy lips and entered her belly. "After listening to all those screams of pain I have some idea how much it's going to hurt when I lose my virginity, but from all the screams of pleasure I know how good it's going to feel afterward so I know it's worth it."

Cathy lowered herself a little further until Ben's cock touched her hymen and she backed up to get a better run at it. While Cathy hesitated reached his arms around to squeeze her full tits. With a surprised gasp Cathy dropped her pussy down almost two inches, slamming Ben's cock right through her cherry.

"Hold on Cathy," Ben said running his thumbs across the girl's nipples.

"I know," Cathy said through gritted teeth, "but it still hurts."

"Look at that," Kim said, "I can see Cathy's cherry juice on Ben's cock."

"I see it too," Nancy said, "you're really going through with it aren't you sis?"

"Of course I am," Cathy said with another deep breath, "and now it's time for me to prove it." With a quick grimace Cathy flexed her thighs and lifted her pussy up until only the head of Ben's cock was wedged between her cunt lips and then she lifted her legs off the floor and dropped down in Ben's lap with her whole weight, taking the whole length of Ben's shaft in her deflowered hole.

"Oh my God," Cathy screamed as her ass smacked into Ben's lap. "I can't believe how good this feels. This was definitely worth the pain of losing my virginity. Why the hell does anyone stay a virgin if it feels this good to have a cock in your pussy?"

"Don't ask me," Karen said, "I only lost my virginity a few days ago and I wondered the same thing."

"And the rest of us only beat you by a few minutes sis," Nancy pointed out. "But I think we all had the same question when we started fucking."

"It's done yet Cathy," Ben said. "Now the real fucking starts."

"You mean it gets better?" Cathy asked, looking at the way Ben's cock stretched her pussy lips in their reflection.

"It gets much better," Mary said with a dreamy smile.

"I'll see about that," Cathy said, lifting her hips to the head of Ben's cock and then dropping them back down again. Her eyes grew larger with every stroke until she was screaming with pleasure.

"She knows how good it feels now," Sarah giggled. "I wish I could have screamed like that when Ben was fucking me."

"If we knew Cathy was going to join us we could have," Nancy pointed with a glare at her sister. "But no, she had to keep her plans secret while we tried to keep things as quiet as we could."

"I'm sorry," Cathy said, "if I knew what fucking was really like I would have told you, and I would have been up here to watch the fun as you all lost your cherries."

"Cathy, I'm almost ready to cum," Ben said when he noticed the familiar quiver in his balls. "If you want to back out on having a baby this is your last chance."

"Nancy didn't back out and neither am I," Cathy gasped. "Besides, I'm close too, and I'm not going to miss my first real orgasm because I might get pregnant."

"There's no might about it Cathy," Ben said through gritted teeth. "If I cum in your pussy you will be pregnant. They don't call me Sure Shot for nothing you know."

"I know," Cathy gasped, "so knock me up already. Just make sure I cum at the same time."

"I'll do my best," Ben promised. "And here comes the baby juice."

Ben bounced his bare ass off the edge of the mattress and used the rebound to bury his cock as deep as it would go while his balls clenched against the base of his shaft and several wads of baby juice shot into Cathy's fertile cunt. As soon as Ben's cum hit the back of her pussy Cathy's whole body spasmed and she screamed again as her orgasm smashed through her body in wave after wave of sheer pleasure.

"Thank you Ben," Cathy said weakly as he flopped back into the bed, now totally exhausted with every girl in the house pregnant with his babies. "Fucking is incredible and I'm so glad you were my first, the first one to fuck me, and the first one to knock me up."

"Glad to oblige," Ben said weakly as he tried to lift himself back onto the bed. He noticed that the Omnitrix was now completely red and he was sure that there wouldn't be any more extra energy tonight. "But now I really do need to rest up."

"Go ahead," Cathy said with jaw cracking yawn. "Spend the whole night here if you want, but don't blame us if we want to do it again in the morning."

Chapter 28

"Gwen, Jane, Keesha," Ben heard his mother say from the front door, "what are the three of you doing here?"

Ben didn't hear the response because the whine of his sonic soldering gun covered the girls' responses but when he put the gun down he heard his mother speaking again. "You can put the babies in the nursery or the playpen in the livingroom. You'll find Ben in his room, but I'm not sure if he'll be up to anything after the night he had."

"Maybe the three of us can do something about that," Jane said with a laugh that the other two girls joined in on.

Just as he put the finishing touches on Cathy's vibrator Gwen led the other two girls into Ben's room and called his name as they looked around the bedroom for him. "I'm on the worktable," Ben called, waving his hand to catch their attention before he hopped down to the floor and deactivated the Omntirix.

"Hi Ben," Gwen said as all three girls plopped down on the edge of the bed. With a sigh Gwen dropped back on the mattress and pushed her shirt up so she could rub her swollen belly. "So, what were you doing as Grey Matter?"

"Just putting the final touches on the last dildo for last night," Ben said, picking up the bright pink vibrator and giving it a once over.

"I thought you made all the vibrators you needed before you left for the party," Jane said. "At least you told us you had to skip our afternoon fuck session to finish them yesterday."

"I thought I had enough when I left for the party," Ben said, "but I didn't expect a last minute addition."

"Who was that?" Keesha asked with a confused frown. "Considering the girls in the sleep over I can't think of anyone who could have joined the party at the last minute."

"Normally you'd be right," Ben said with a laugh, "those church kids are kind of clicky, but you forgot about Nancy's sister."

"Nancy's sister Cathy?" Keesha asked with a laugh. "I wondered why she wanted to know about you the other day."

"You know her?" Jane asked.

"You could say that," Keesha said with a confused shake of her head. "Up until a couple days ago I knew who she was but she avoided me like the plague, that's when she sat down next to me at lunch and started pumping me for information on Ben. I did my best to play dumb but she seemed to know more about you than I would have expected."

"From what Cathy told me my relationship with most of the pregnant girls in the school is well known to other students even if no one official knows about it. When she heard the rumors about the sleep over she decided to join in so she waited until after I was done with the rest of the girls and then surprised us, waling in when everyone was totally exhausted after our fuck session."

"But if you were totally exhausted," Gwen said slowly.

"I've been wondering about that myself," Ben admitted, "in fact I was wondering where I got the energy to fuck seven girls in one night when I usually get knocked out after just three girls. Then I remembered what Uncle Gary said about how the Omnitrix could be designed to improve the breeding process."

"I remember you telling me about that," Gwen said thoughtfully, "from what you told me he thought the Omnitrix might be sensing the fertility of the girls and that was how you knew about it."

"That's right," Ben agreed, "but I was wondering if the Omnitrix might be doing more. The way it reacted just before Cathy entered the bedroom makes me wonder if it might be giving me the physical and sexual energy to keep going as long as their's a fertile girl in the area."

"Interesting theory if you're right," Gwen said with a frown, "of course you do realize that even with the Omnitrix there's a limit to how long you can keep going."

"I know that," Ben said, getting up from his desk and moving over to the bed. When Ben hesitated, unsure of where to sit with three girls to choose from, Jane got up from the mattress and gestured for him to sit between Gwen and Keesha. Once Ben was settled Jane gave him a quick grin before she reached for the zipper of his pants and pulled his stiff cock into the open before she turned around and hiked her skirt up to reveal her bare cunt before she sat down on Ben's lap, sliding his prick between her pussy lips as she leaned back against his chest. "I think the Omnitrix was close to it's limits last night when Cathy showed up to join the show. I think that's why it beeped and flashed for a few seconds when she came close enough to be detected."

While Ben spoke Jane rolled her hips and let out a little groan of pleasure as she slid her pussy up and down his twelve year old cock. Ben let out a sigh of his own while he slid one under Jane's blouse and up the slight bulge of her pregnant belly to squeeze her breast through her maternity bra. With his free hand Ben reached over to pat Gwen's swollen belly and she giggled before she pulled her shirt up so her cousin could stroke her bare stomach.

"Don't forget me," Keesha said, leaning in close enough to stir Ben's brown hair with her words. "After all, I may not be ready to have another baby, but I'm still a horny slut."

"You sure are," Ben moaned, "you're also fertile, but my senses tell me that if we do fuck I won't be able to knock you up."

"Good, that means my birth control is working," Keesha said as she rubbed her body against Bens. "I was afraid your powers would negate my protection, but it looks like we're safe to fuck after all."

"Not that I'm complaining," Ben said, taking his hand from Jane's tit and sliding it over to Keesha's thighs and slid them up to her drooling slit. Just like Jane Keesha wasn't wearing any panties under her skirt and Ben could feel her pussy trying to suck his fingers between her lips. "But I was wondering why the three of you happened to show up here at the same time."

"It can't be that hard to figure out," Gwen said with a short laugh. "After all, your mom gave birth earlier this week, and you knocked up my mom and Keesha's mom about the same time, right?"

"Right," Ben said hesitantly, his fingers stroking Keesha's pussy lips absentmindedly. "You mean . . ."

"My mom went into labor first," Keesha said and I decided to take Misha over to Gwen's house and arrived just as her father was loading her mother into the car for the ride to the hospital. There was just enough room in the car for me and Misha to join the ride over to here so he could drop us off and then move on to the hospital with your aunt."

"So," Ben said with a low groan as Jane slid her pregnant cunt up and down his cock, "it looks like two of my babies are going to be born on the same day after all."

"I guess so," Keesha said, her pussy lips quivering around Ben's fingers as he finger fucked her wet slit. "If you keep this up I may regret my decision to put off my next baby until Misha's a year old."

"Maybe I should try a little harder," Ben said with a seductive grin, "after all, you're the only hold out on another baby right now. Even our moms' are talking about how soon they want to have their next one."

"But they have a reason," Keesha pointed out with a groan of pleasure, "they're old enough that they have to have their babies as quick as they can before they're too old to have any more babies. Gwen's pregnant because she didn't realize she was fertile when you fucked her just after Ken was born - she was planing to hold off before having another baby, but I don't think she's unhappy with the way things turned out."

"Of course not," Gwen said with a gasp while she bounced her pregnant belly up and down on Ben's fingers.

"And I know that Jane wants to have as many of your babies as you'll let her have," Keesha continued.

"You got that right," Jane moaned, her belly shivering with her orgasm as Ben's cum filled her pussy.

"But I figured at least one of us had to be practical about having more babies, but only up to a point. I do plan to have more of your babies, Ben, just not right away. But now that you've confirmed that my birth control is going to work I would like to fuck."

"Sounds good to me," Ben said while Jane snuggled back against him as her body settled down after her orgasm. "Do you girls mind?"

"Not me," Jane said, lifting her sperm filled cunt off of Ben's shaft and making her way past Keesha to the end of the bed where she sat down with a sigh. "I already have a pussy full of cum and it's not like you can get me any more pregnant than I already am."

"I'm good too," Gwen said, patting her swollen belly and scooting around to make room for Keesha to lay back on the bed. "But I'm wondering what you're going to do about those eight girls you left back at Nancy's."

"They'll be fine," Ben assured his cousin, "they woke me up this morning ready and horny for a second round but I only managed to fuck three of them before my energy ran out. The only thing that saved me was the fact that I had six vibrators with me. While I was recovering the girls started experimenting with their dildos and they were enjoying themselves so much that I was able to talk them into letting me come home and make another one for Cathy since I didn't make one for her. The plan is for me to come back once Cathy's vibrator is done, by that time I should be recovered enough to fuck the other three girls before they have to go home this afternoon. After that I'll stick around with Nancy and Cathy until their parents are due back tomorrow."

"In that case shouldn't you get back now that you've finished Cathy's vibrator?" Keesha asked even as she settled back on the bed and spread her legs for Ben to crawl in between her thighs.

"They can wait a few more minutes," Ben said, sliding his way up Keesha's brown belly until the head of his cock kissed Keesha's drooling pussy lips. "Besides, if I don't fuck you now I don't know when I'll be up to fucking you after this weekend - I suspect Cathy and Nancy are going to have me fucked out for several days."

"You could be right," Keesha chuckled, "so I guess I better get what I can now."

"I thought you'd see it that way," Ben said with a grin while he eased his cock into Keesha's tight slit with a groan of pleasure that was echoed by Keesha as well as Gwen and Jane as they watched Ben's prick sliding into the black girl's belly.

"Oh God, I missed this so much," Keesha grunted, pushing her ass off the bed to meet Ben's every stroke. "I'm almost tempted to change my mind and let you knock me up right now."

"But you're not going to are you?" Ben asked with a sigh.

"Like I said," Keesha moaned as her body shivered with pleasure, "one of us has to be practical about how many babies we have, and it looks like I'm the only one left."

"I understand," Ben sighed, "but I wish you weren't so practical. I'd like nothing more than to knock you up just like Gwen and Jane, but at least I can look forward to knocking up our mothers in a couple months."

"And just think how much stamina you're going to have since I'll be fertile and the Omntrix will keep giving you the energy to knock me up. At least for a few days every month."

"Actually," Gwen said thoughtfully, "a girl has a chance to get knocked up no matter what time of the month it is. It may be harder for a girl to get knocked up when she's having her period, but it's still possible. So the Omnitrix should give you the extra energy as long as you're in the area."

"In that case," Ben said with a chuckle while he slammed his cock in and out of Keesha's pussy, grinding his pubic hair against the stubble that was just starting to grow back since she'd given birth to Misha.

"Interesting idea," Keesha panted, her belly quivering with her approaching orgasm as she threw her legs around Ben's ass and pulled him in tight against her cunt. "But a black girl in that neighborhood is going to be noticed, even if your new girlfriends keep quiet one of their neighbors will raise the alarm."

"I guess you're right," Ben sighed, feeling his balls quiver against the base of cock with every stroke. "But it might be worth it to keep up with those girls."

"Not for me," Keesha chuckled, "and it's my skin that would be on the line."

"Ok," Ben grunted, picking up the pace and giving one final thrust into Keesha's spasming slit to shoot a full load of cum deep in her cunt.

"Thanks Ben," Keesha said, giving her lover a quick kiss as he rolled off her limp body. "I really needed that."

"You're welcome," Ben said with a dreamy smile. "I just hope I have the energy to do it again after this weekend."

Chapter 29

Ben watched through the window of the gym door until he saw the last girl enter the locker room. With one class headed for the showers Ben figured he had just enough time to reach his usual hiding place behind the bleachers before Karen's class hit the courts. With a quick look to make sure no one was in the hall to see him Ben activated the Omnitrix and felt the energy flow through his body as he transformed into Upgrade.

In his new form Ben flowed through the double doors leading to the gym and then flattened out against the gym floor until he reached the bleachers. When he reached his usual hiding place Ben detached himself from the bleachers and deactivated the watch to change into his normal human form. Ben didn't have to wait long before Karen's class ran out of the girl's locker room and started running laps around the gym. He saw Karen run past his position three times through the slats of the bleachers before Miss Sinclare came out and blew her whistle to get everyone's attention.

"Ok, everyone calm down," Miss Sinclare called over the rumble of voices as the girls took their positions. "I know you were all looking forward to the track events today but it's raining too hard for us to go outside." There was a mutter of disappointment and Miss Sinclare blew her whistle to get everyone's attention again. "Since we're stuck inside we may as well make the most of it. Brogan, Evans, you're team captains. Choose your teams for dodge ball."

Miss Sinclare put an end to another groan with a look and the two girls she'd called on started choosing teams. Ben watched as the teams were chosen, suppressing quick grin when Karen was chosen, wondering if she would have been chosen so early if Connie Evans realized that she was two months pregnant - or that this was the usual day she found a way to get away from the rest of the class for a quick fuck.

Once the teams were chosen Ben watched while the two teams did their best to knock each other out of the game. He noticed that Miss Sinclare was watching the girls as closely as he was but he decided she was just doing her job and making sure that no one was cheating. When he turned back to the game Ben saw Karen stepping into a thrown ball like she was going to catch it but he could tell she intentionally missed the catch so it hit her in the shoulder instead. With a short blast from her whistle Miss Sinclare signaled for the blond to leave the game and a few seconds later Ben saw her sneak away from her eliminated team mates and head for his hiding place.

"We have to hurry," Karen said, shoving her gym shorts and panties down to her knees with one quick shove and then leaning against one of the bleacher's support rails to give Ben easy access to her drooling cunt.

"This would be a lot easier if you'd just agree to meet me before or after school," Ben said as he unzipped his pants and pulled his hard cock out into the open. He used his knee to open Karen's legs as far as they'd go with her shorts bunched around her knees and slid his prick between her thighs until the head touched Karen's slick pussy lips. "If we could get together then we'd have plenty of time to fuck properly with our clothes off and plenty of time to snuggle up afterward instead of rushing through it every time."

"We've been through this before Ben," Karen said with a weary sigh, snuggling back against Ben so the head of his cock eased into her hot slimy pussy. "My parents are way to uptight to let me come to school early - or stay late - so this is our only option if we're going to keep having sex. And I don't know about you, but I'm way too horny to go without a cock in my pussy now that you've popped my cherry."

"And having a baby in your belly probably makes you even hornier," Ben said with a chuckle, patting Karen's flat belly. Her pregnancy wasn't showing yet, but the skin under his hand was much firmer than it had been two months earlier.

"So horny I could have screamed when I didn't get your cock yesterday," Karen said with a soft hiss, slamming her ass back against Ben to bury his cock as deep as it would go in her pregnant cunt. "What happened yesterday? I thought we had a date."

"Sorry about that," Ben muttered, "my mom, Gwen's mom, and Keesha's mom had plans for me two nights ago. All three of them wanted to get their new babies started as soon as they could, and all three of them hit their most fertile time on the same day. I had to fuck all three of them twice that night and then again in the morning 'just to be sure' and I still hadn't recovered enough to do anything for our date so I thought I better skip it. After all, it wouldn't be a good idea for Miss Sinclare to catch me sneaking into the gym for no reason. But at least all three of them are now happily pregnant so I won't have to do that again for at least nine months."

"I guess you're right," Karen panted, the fire in her pussy growing out of control with every stroke of Ben's cock in her belly. She knew she was getting close and when Ben slid a hand under her shirt and bra to pinch her erect nipple it was all she could do to stop herself from screaming in pleasure as his cum splashed deep in her slit. "Thank you Ben," Karen murmured with dreamy pleasure as her knees regained enough strength to support her.

"No, thank you," Ben whispered back, giving her tits an affectionate squeeze before he pulled his hand away.

"So this is why you keep sneaking away from the class," a voice said behind Ben. He turned to see Miss Sinclare glaring at the two of them and he gave her a worried smile as he backed away from Karen's ass, letting the last drop of his sperm roll down her inner thigh when he pulled out of her pussy.

"Do you have any idea how dangerous this is?" Miss Sinclare hissed while she watched Karen pull her panties and shorts up snug against her pussy, wiping Ben's sperm off her leg with her hand before she licked it clean with a grin.

"Of course we know," Karen said impishly, "that's what makes fucking so much fun.

"But Karen," Miss Sinclare said in an excited whisper, "don't you realize you could get pregnant."

"Could?" Ben asked with a snicker, he wondered it Karen had noticed the same things about her red headed gym teacher that he had.

"I should have known," Miss Sinclare said with a disgusted sigh. "None of the girls ever named you, Ben, but you do seem like the most likely candidate for most of the pregnancies around the school in the past year or so. How far along are you?"

"Two months," Karen said excitedly, patting her belly as she spoke. "Ben knocked me up the first time we fucked. Ben knocks everyone up the first time he fucks them."

"Is that true?" Miss Sinclare asked, brushing her shoulder length hair back from her face as she looked at Ben with new interest.

"Not every girl," Ben said sheepishly, "some of them are already pregnant or on the pill and I can't knock them up. But if there's a chance I can knock a girl up, I do."

"Interesting," Miss Sinclare drawled.

"What is so interesting about Ben knocking up every girl he fucks?" Karen asked, giving her redheaded teacher a puzzled look.

"Haven't you figured it out yet Karen?" Ben asked. "You told me that she was very strict about making sure all of you wore bras and panties under your gym suits, right?"

"Yeah," Karen said slowly.

"Well look at her, look at the way her nipples stick out against her shirt. Look at the wet spot in her crotch where her pussy is leaking even more juice than you do," Karen looked and a slow smile crossed her lips when she realized what Ben was about to say. "She's horny as hell, and I bet she came back here to join the fun. That's why she's been so careful about keeping her voice down."

"Don't be ridicules Tynison," Miss Sinclare said, trying to cover the obvious signs of her arousal while Ben stepped closer, his cock growing harder with each step until he was close enough to reach out and touch her.

"If I'm wrong," Ben said as he slipped his hand under the Gym teacher's t-shirt to grab one of her large breasts, "then why aren't you screaming bloody murder right now?"

"Because I don't want to attract attention and get the two of you in trouble," Miss Sinclare said with a hiss of pleasure while she leaned closer while Ben pushed her shirt up to expose her tits.

"Wow," Karen said in admiration, "I didn't know you had such big tits Miss Sinclare."

"There not that big," the redheaded teacher said with a proud smile. "I'm only a 36c."

"While they're the largest I've ever seen," Karen said, reaching out to tweak her teacher's erect nipple, sending a shiver through the older woman's body. "What about you Ben?"

"I've seen larger," Ben said squeezing the other tit again before he bent forward to suck the nipple between his lips to Miss Sinclare's obvious pleasure. "So Miss Sinclare, why don't you tell me why you really came back here? Was it just to watch the show? Or did you want to join in?"

"I want to join in," the redheaded teacher said in a husky whisper while Ben ran his fingers along her quivering pussy lips through the fabric of her gym shorts. "I've been watching the two of you for the last couple weeks and I'm so horny I can't stand it. I haven't had a good hard fuck since I told my boyfriend I wanted to have a baby and he left the apartment screaming in terror."

"Do you still want a baby," Karen asked her teacher with an impish grin, giving her tits a good squeeze while Ben worked her shorts down her legs until they were a puddle on the hardwood floor.

"Yes," with a sigh half pleasure and half Ben ran his fingers through her slimy cunt lips.

"In that case you came to the right cock," Karen giggled. "Ben's managed to knock up every girl he's ever fucked - usually on the first try."

"Really?" Miss Sinclare asked hopefully.

"Really," Ben said, his voice muffled by the older woman's hairy pussy. "I've knocked up every girl I ever fucked, except the ones on the pill. If there's a chance a girl can get knocked up, I do it. And don't ask me how, but I can tell that if we fuck right now, I'll knock you up for sure."

"Good," Miss Sinclare said, taking Ben by the wrist and pulling him toward the back wall of the bleachers. "But we better hurry up before anyone notices that Karen and I are missing."

"Rush, rush, rush," Ben muttered with a chuckle while he spread Miss Sinclare's legs and grabbed her hips to urge her to bend her knees so he could reach her drooling slit from behind. "Don't worry, I'll have a baby in your belly before you know it."

"Well stop talking and start fucking, Ben, the sooner you knock me up, the better."

"Hold on then," Ben said, easing the head of his cock between Miss Sinclare's pussy lips, "because here comes your baby."

"Not too fast," Miss Sinclare said with a groan of pleasure, squeezing Ben's cock with her pussy muscles while he shoved as deep as it would go in the gym teachers red furred cunt. "I want to have at least one orgasm while you're knocking me up."

"That won't be a problem," Ben grunted, rotating his cock in Miss Sinclare's slit while it was buried deep in belly, "but since we're in a hurry I think I'll get a little help."

"What do you mean?"

"Karen, how'd you like to suck Miss Sinclare's tits while I fuck her? With your help I may be able to give her two orgasms before anyone notices you're missing."

"That sounds like fun," Karen said, moving into position and pushing her gym teacher's shirt out of the way so she could reach her fat juicy nipples.

"Your baby is going to love sucking on these," Karen said, pinching Miss Sinclare's tits to make her nipples even harder. "I bet your boyfriend loved sucking on them too."

"He did," with a sigh halfway between regret and pleasure while her belly shivered with her approaching orgasm. "Almost as much as I love having them sucked, and once I have my baby I'll have them sucked more than ever."

"You're going to love it," Ben whispered while Karen wrapped her lips around the gym instructor's nipple and sucked the whole thing into her mouth. "My cousin Gwen says there's nothing hotter than having her nipple sucked on by our son."

"Your cousin?" Miss Sinclare gasped in surprised pleasure, "you knocked up your own cousin?"

"She was the first, but she wasn't the last," Ben said.

"Obviously," Miss Sinclare said dryly. "And I bet I won't be the last either."

"Not unless I die knocking you up," Ben said with a chuckle, "and I'm not about to do that."

"No," Miss Sinclare said with a quick laugh that grew into a muffled groan of pleasure as her pussy clamped tight around Ben's cock with her first orgasm she wasn't sure if it was Ben or Karen who put her over the edge, but she didn't care as long as the two of them kept it up. Once she caught her breath she finished what she'd been saying while Ben continued to fuck her hard enough to make his balls bounce off her erect clit with every thrust. "I think you're going to outlive me, and the way you're going my baby will have plenty of brothers and sisters."

"And just think," Karen said, giving her teacher a smile before she switched to her other tit, "you're baby will only be two months younger than mine."

"If Ben knocks me up right now," Miss Sinclare pointed out, leaning forward to give the blond girl easier access to her distended nipple. "I know you said that Ben's going to knock me up today, but I'm not so sure."

"Oh you'll believe it," Ben grunted, "in a couple weeks when you wake up running for the bathroom you'll believe it. And when your belly starts swelling up with my baby you'll know that I knocked you up - right now!"

With an extra umph Ben slammed his cock as deep as it could go in Miss Sinclare's tight cunt and shot wad after wad of baby juice straight into her fertile womb. As soon as the first wad of cum hit her womb the gym teacher's pussy clamped tight around Ben's cock as her second orgasm rippled through belly.

"Thank you Ben," Miss Sinclare said once she managed to catch her breath. She shooed Karen away from her tits and pulled her shirt down to cover her breasts and once Ben pulled his soft cock out of her cum filled slit she pulled shorts up to her waist. After brushing her hair in place with her fingers no one would have known that she'd just been fucked and impregnated by a twelve year old student.

"No, thank you," Ben said, "I always enjoy knocking up a new girl."

"Hurry up Karen, we need to get back before anyone realizes we're gone," Miss Sinclare said.

"Should we return together, or separately?" Karen asked.

"Together," Miss Sinclare said after a seconds thought, "that way we can say that I caught you trying to sneak away and no one will suspect anything."

"Hopefully," Karen said with a grin. "Ben, you can get out of here without getting caught, right?"

"I always do," Ben said with a shrug. "Same time next week?"

"Yes," both Karen and Miss Sinclare said at the same time. The two of them looked at each other and grinned before the teacher added, "I'll make sure that both of us will be able to get away and meet you back here next week. Who knows, we could make this threesome a regular event."

"Sounds like a plan to me," Ben said. "So I'll the two of you back here next week." As Ben watched Karen and Miss Sinclare rejoin the rest of the gym class he started wondering if any of his other teacher's would like to have his babies. He was pretty sure his math teacher Miss Francis had been dropping a few hints his way, maybe it was time to see if there was something there.

As he activated the Omnitrix Ben wondered how long he'd have to wait for his next fuck. And what would happen when all his children started growing up.

- The End -

For anyone who's interested here's a list of the aliens that Ben's children will turn into when they're old enough. This list includes the children from the first story as well as this one, but doesn't include all the children, just most of them.

Gwen: Son - Horndog, Daughter - Stinkfly

Jane: Twins, one boy, one girl - Ditto, Son - Upchuck

Keesha: Daughter - Greymatter

Kathy: Son - Upgrade

Mandy: Daughter - XLR8

Joey: Twin sons - Fourarms

Kai: Daughter - Benwolf

Stephanie: Daughter - Diamond Head

Lucy: Son - Canonbolt

Charmcaster: quadruplets, 2 girls, 2 boys - Wildvine

Future Gwen: Twins, 1 boy, 1 girl - Hotspot

Karen: Daughter - Ghost Freak

Nancy: Daughter - Grey Matter

Mary: Son - FrankenBen

Rachel: Daughter - Heatblast

Cindy: Daughter - Fourarms

Sarah: Son - XLR8

Kim: Twins, 2 Daughters - Stinkfly

Cathy: Son - Wildmutt

Miss Sinclare: Son - Upgrade

Sonia (Keesha's mother): Daughter - Fourarms, Son - Diamond Head

Ben's mother: Daughter - XLR8, Daughter - Heatblast

Gwen's mother: Son - XLR8, Daughter - Ditto

If u like this let me know and I will make more


End file.
